Agenda 06/25/2013 Item #11B6/25/2013 11. B.
EXECUTIVE SUMMARY
Recommendation to 1) adopt a resolution authorizing additional disbursements under two existing
State Revolving Fund loan agreements, as amended, with the State of Florida Department of
Environmental Protection in an aggregate principal amount not to exceed $25,000,000 to refund a
portion of the Collier County Water -Sewer District Water and Sewer Revenue Bonds, Series 2006;
2) Authorize the execution and delivery of two State Revolving Fund loan agreement amendments;
and, 3) authorize the execution and delivery of an escrow deposit agreement with U.S. Bank
National Association.
OBJECTIVE: Adopt a resolution (Attachment A) to partially refund Collier County Water -
Sewer District (District) Water and Sewer Revenue Bonds, Series 2006 that bear an average
interest rate of 5 percent, with disbursements from two State Revolving Fund (SRF) loan
agreements, as amended, with an interest rate of 2.25 percent, resulting in an approximate net
present value savings of $3.34 million (net of all issuance costs).
CONSIDERATIONS: The County's Finance Committee, consisting of key County Manager
Agency and Clerk of the Courts financial management staff, the County Attorney, the County's
financial advisor and bond counsel, routinely consider changes to the District's debt structure
through refunding in pursuit of the lowest overall financing costs. This refunding is anticipated
to achieve significant net present value interest rate savings of approximately $3.34 million.
Amendment Three to Loan DWI 111 030 (Exhibit A of Resolution) increases the disbursable
amount of the Loan by $4 million and brings the adjusted total disbursable amount of the Loan to
$21,039,056.
Amendment Two to Loan DWI 111 040 (Exhibit B of Resolution) increases the disbursable
amount of the Loan by $21 million, bringing the adjusted total disbursable amount of the Loan to
$32,200,000.
The loan history is shown in the table below (Attachment B).
Disbursable Amount Per Amendment
BCC Agenda
Date
Item
SRF Loan DW1111030 (1)
SRF Loan Agreement 3/13/2007
16C1
Amendment One 9/8/2008
16C4
Amendment Two 1/12/2010
16C4
Amendment Three
Total =
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Disbursable
Amount
8,000,000 Attachment C
3,200,000 Attachment D
5,839,056 Attachment E
4,000,000 Proposed
21,039,056
6/25/2013 11. B.
SRF Loan DW1111040 (2)
SRF Loan Agreement 3/13/2007 16C2
Amendment One 9/8/2008 16C1
Amendment Two
8,000,000 Attachment F
3,200,000 Attachment G
21.000,000 Proposed
32,200,000
Notes:
(1) South County Regional Water Treatment Plant 12- Million Gallons per day Reverse Osmosis Plant Expansion
(2) South County Regional Water Treatment Plant 20- Million Gallons Reverse Osmosis Wellfield Expansion
In 2006, the District issued $110,165,000 of Water and Sewer Revenue Bonds, Series 2006. The
Series 2006 Bonds were issued to finance various capital improvements to the water and
wastewater system, and to refinance certain interim notes. The Series 2006 Bonds have interest
rates ranging from 4.125 percent to 5.0 percent and have a final maturity of July 1, 2036.
This request authorizes using disbursements received from Loan DW 1111 030 ($4,000,000), and
Loan DW1111 040 ($21,000,000) to refund a portion of the Series 2006 Bonds and appoint U.S.
Bank National Association as the escrow agent for the transaction.
This financing plan was reviewed and approved by the county's Finance Committee, the
county's bond counsel (NGN), the county's financial consultants (PFM), and the county's SRF �..�
loan consultants (Angie Brewer and Associates, LC) provided there was a positive net present
value savings.
FISCAL IMPACT: At the interest rate of 2.25 set forth in the SRF loan amendments, the net
present value savings is $3.34 million (Attachments H). This refunding does not extend the term
of the current debt obligation.
LEGAL CONSIDERATIONS: This item has been reviewed by both Bond Counsel and the
County Attorney, is approved as to form and legality, and requires majority vote for approval. -
JAK
GROWTH MANAGEMENT 11"ACT: The approval of this amendment has no impact on
the county's Growth Management Plan.
RECOMMENDATION: That the Board of County Commissioners, Ex- Officio Governing
Board of the Collier County Water -Sewer District: 1) adopt a resolution authorizing additional
disbursements under two existing State Revolving Fund loan agreements, as amended, with the
State of Florida Department of Environmental Protection in an aggregate principal amount not to
exceed $25,000,000 to refund a portion of the Collier County Water -Sewer District Water and
Sewer Revenue Bonds, Series 2006; 2) Authorize the execution and delivery of two State
Revolving Fund loan agreement amendments; 3) authorize the execution and delivery of an
escrow deposit agreement with U.S. Bank National Association; and, 4) authorize any necessary
budget amendments.
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6/25/2013 11. B.
PREPARED BY:
Joe Bellone, Director Financial Operations Support, Public Utilities Division
Laura Zautcke, Sr. Management and Budget Analyst, Operations, Public Utilities Division
Attachments
Attachment A — Resolution
Attachment B — History of State Revolving Fund Loans DW 111103 0 and DW 1111 040.
Attachment C — Drinking Water SRF Construction Loan Agreement DWI I 11 030
Attachment D — Amendment 1 to Loan Agreement DWI I 11 030
Attachment E — Amendment 2 to Loan Agreement DWI 111 030
Attachment F - Water SRF Construction Loan Agreement DWI I 11 040
Attachment G — Amendment to Loan Agreement DWI 111 040
Attachment H — Proposed Refunding of Revenue Bonds (PV Savings)
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6/25/2013 11. B.
� COLLIER COUNTY
Board of County Commissioners
Item Number: 11.11.13.
Item Summary: Recommendation to 1) adopt a resolution authorizing additional
disbursements under two existing State Revolving Fund loan agreements, as amended, with the
State of Florida Department of Environmental Protection in an aggregate principal amount not
to exceed $25,000,000 to refund a portion of the Collier County Water -Sewer District Water
and Sewer Revenue Bonds, Series 2006; 2) Authorize the execution and delivery of two State
Revolving Fund loan agreement amendments; and, 3) authorize the execution and delivery of
an escrow deposit agreement with U.S. Bank National Association. (Joe Bellone, Public Utilities
Financial Operations Support Director)
Meeting Date: 6/25/2013
Prepared By
Name: ZautckeLaura
Title: Management Analyst, Senior, Utility Finance Ops.
6/17/2013 4:35:30 PM
Approved By
Name: JacobsSusan
Title: Operations Analyst, Public Utilities
Date: 6/17/2013 4:54:13 PM
Name: Joseph Bellone
Title: Manager - Utility Billing & Cust Serv.,Utilities F
Date: 6/18/2013 7:24:43 AM
Name: YilmazGeorge
Title: Administrator, Public Utilities
Date: 6/18/2013 7:58:22 AM
Name: KlatzkowJeff
Title: County Attorney
Date: 6/18/2013 8:33:21 AM
/11N Name: KlatzkowJeff
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6/25/2013 11. B.
Title: County Attorney
Date: 6/18/2013 9:24:46 AM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 6/18/2013 10:52:26 AM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 6/18/2013 11:09:24 AM
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6/25/2013 11. B.
RESOLUTION 2013 - /CWS RESOLUTION 2013-
A JOINT RESOLUTION OF COLLIER COUNTY,
FLORIDA AND THE COLLIER COUNTY WATER -
SEWER DISTRICT AUTHORIZING ADDITIONAL
DISBURSEMENTS UNDER TWO EXISTING LOAN
AGREEMENTS WITH THE STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT
EXCEEDING $25,000,000 IN ORDER TO REFUND A
PORTION OF THE COLLIER COUNTY WATER -SEWER
DISTRICT WATER AND SEWER REVENUE BONDS,
SERIES 2006; AUTHORIZING THE EXECUTION AND
DELIVERY OF AMENDMENTS TO SUCH
AGREEMENTS; DELEGATING CERTAIN AUTHORITY
TO THE CHAIRWOMAN IN CONNECTION WITH THE
APPROVAL OF THE TERMS AND DETAILS OF SAID
LOANS AND AMENDMENTS; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND APPOINTMENT OF AN
n ESCROW AGENT THERETO; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, ACTING ON ITS OWN BEHALF AND AS THE
EX- OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER -
SEWER DISTRICT:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On July 30, 1985, the Board of County Commissioners (the "Board ") of
Collier County, Florida (the "County "), acting as the ex- officio governing board (the
"Governing Body ") of the Collier County Water -Sewer District (the "District "), duly
adopted Resolution No. CWS -85 -5, as amended and restated by Resolution No. CWS -85-
13 duly adopted on December 26, 1985, as amended and supplemented (collectively, the
"Resolution "), for the purposes described therein.
(B) On December 13, 2006, the district issued its Collier County Water -Sewer
District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds ") for the
principal purpose of financing and refinancing certain capital improvements to the
District's System (as defined in the Resolution).
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6/25/2013 1 1.B.
(C) The County previously entered into Drinking Water State Revolving Fund
Construction Loan Agreement DWI 111 030 (as previously amended, the "SRF Loan
Agreement 030 ") and Drinking Water State Revolving Fund Construction Loan
Agreement DWI 111 040 (as previously amended, the "SRF Loan Agreement 040," and,
collectively with the SRF Loan Agreement 030, the "SRF Loan Agreements "), each with
the State of Florida Department of Environmental Protection ( "DEP "), to finance certain
capital improvements to the System.
(D) Additional disbursements may be received pursuant to the SRF Loan
Agreements (the "Additional Disbursements ") in order to refund a portion of the Series
2006 Bonds (the "Refunded Bonds ") to provide debt service savings to the District.
(E) The County and the District find it to be in the best interests of the citizens
within the County to receive the Additional Disbursements in order to refund the
Refunded Bonds and achieve debt service savings.
(F) In order to obtain the Additional Disbursements it is necessary and
desirable to amend the SRF Loan Agreements in certain respects, including but not
limited to, changing the obligor thereunder from the County to the District.
(G) In connection with the refunding of the Refunded Bonds, the District shall
deposit part of the proceeds derived from the Additional Disbursements, together with
other legally available moneys of the District, in a special escrow deposit trust fund (the
"Escrow Fund "), to purchase U.S. Treasury obligations (the "Refunding Securities ")
which shall be sufficient, together with the investment earnings therefrom and a cash
deposit, if any, to pay the Refunded Bonds as the same mature or are redeemed prior to
maturity, all as provided herein and in the hereinafter described Escrow Deposit
Agreement.
(H) Because of the nature of the DEP loan program it is necessary and desirable
to procure the Additional Disbursements directly from DEP by a negotiated sale in
accordance with the provisions hereof and of the SRF Loan Agreements.
(I) The Additional Disbursements shall not constitute general obligations, or a
pledge of the faith, credit or taxing power of the District, the County, the State of Florida,
or any political subdivision thereof, within the meaning of any constitutional or statutory
provisions; neither the State of Florida, nor any political subdivision thereof, nor the
County, nor the District shall be obligated (i) to exercise its ad valorem taxing power in
any form on any real or personal property of or in the County to pay the principal of the
Additional Disbursements, the interest thereon, or other costs incidental thereto or (ii) to
pay the same from any other funds of the District or the County except from the revenues
and sources of funds set forth in the SRF Loan Agreements, in the manner provided
therein.
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SECTION 2. DEFINITIONS. When used in this Resolution, the terms
defined in the Resolution shall have the meanings therein stated, except as such
definitions shall be hereinafter amended and defined.
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This
Resolution is adopted pursuant to Part H of Chapter 153, Florida Statutes, Chapter 78-
489, Laws of Florida, Special Acts of 1978, and other applicable provisions of law.
SECTION 4. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS. The District hereby authorizes the refunding of the Refunded
Bonds for the purpose of achieving debt service savings. The Chairwoman, upon the
advice of the Financial Advisor to the District, Public Financial Management, Inc. (the
"Financial Advisor "), shall determine the specific maturities of the Series 2006 Bonds
and/or portions thereof which shall constitute the Refunded Bonds.
SECTION 5. AUTHORIZATION OF THE ADDITIONAL
DISBURSEMENTS. The District and the County hereby authorize the Additional
Disbursements in an aggregate principal amount of not exceeding $25,000,000, the
specific amount to be approved by the Chairwoman, upon the advice of the Financial
Advisor. The final maturities of the Additional Disbursements shall not exceed 20 years
and the interest rates thereon shall not exceed 3.00 %, the specific maturities and interest
AO-N, rates to be approved by the Chairwoman, upon the advice of the Financial Advisor.
n
SECTION 6. APPLICATION OF SRF LOAN PROCEEDS. The
proceeds of the Additional Disbursements shall be applied simultaneously with the
delivery thereof as follows:
(A) A sufficient amount of such proceeds, together with other legally available
moneys of the District, shall be deposited irrevocably in trust in the Escrow Fund
established under the terms and provisions of the hereinafter defined Escrow Deposit
Agreement and, other than a cash deposit, if any, shall be invested in Refunding
Securities in the manner set forth in such Escrow Deposit Agreement, which investments
shall mature at such times and in such amounts which, together with such cash deposit,
shall be sufficient to pay the principal of, Redemption Price, if applicable, and interest on
the Refunded Bonds as the same mature and become due and payable or are redeemed
prior to maturity.
(B) The remainder of the proceeds of the Additional Disbursements, if any,
shall be applied to the payment of costs and expenses relating to the incurrence of the
Additional Disbursements.
SECTION 7. TRANSFER OF CERTAIN MONEYS. The Refunded
Bonds will be refunded from the proceeds of the Additional Disbursements and from
other legally available funds of the District. Any excess moneys on deposit in the
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Sinking Fund (as defined in the Resolution) established for the benefit of the Refunded
Bonds pursuant to the Resolution and not required to remain on deposit therein shall be
transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement.
SECTION 8. AUTHORIZATION TO EXECUTE AMENDMENTS TO
SRF LOAN AGREEMENTS. (A) The County and the District hereby authorize and
direct the Chairwoman to execute and the Clerk to attest Amendment 3 to Loan
Agreement DW1111030 (the "Amendment 3 ") and to deliver such Amendment 3 to DEP.
The Amendment 3 shall be in substantially the form of the Amendment 3 attached hereto
as Exhibit A with such changes, amendments, modifications, omissions and additions,
including the date of such Amendment 3, as may be approved by said Chairwoman. The
Amendment 3 may be modified to reflect the District as the obligor of the corresponding
Additional Disbursement. Execution by the Chairwoman of the Amendment 3 shall be
deemed to be conclusive evidence of approval of such changes.
(B) The County and the District hereby authorize and direct the Chairwoman to
execute and the Clerk to attest Amendment 2 to Loan Agreement DWI 111040 (the
"" " ) anand to deliver sueh Amendment 2 to -BEP. The A nendmen+ 2 shall be
in substantially the form of the Amendment 2 attached hereto as Exhibit B with such
changes, amendments, modifications, omissions and additions, including the date of such
Amendment 2, as may be approved by said Chairwoman. The Amendment 2 may be
modified to reflect the District as the obligor of the corresponding Additional
Disbursement. Execution by the Chairwoman of the Amendment 2 shall be deemed to be
conclusive evidence of approval of such changes.
(C) The County and the District hereby authorize and direct the Chairwoman to
execute and deliver any documents that are necessary or desirable to evidence that the
District is the obligor under any and all of the outstanding loan agreements with DEP.
SECTION 9. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT
AGREEMENT. The District hereby authorizes and directs the Chairwoman to execute
and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement ")
and to deliver the Escrow Deposit Agreement (the "Escrow Agreement ") to U.S. Bank
National Association, Fort Lauderdale, Florida., which is hereby appointed as Escrow
Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow
Agreement attached hereto as Exhibit C with such changes, amendments, modifications,
omissions and additions, including the date of such Escrow Agreement, as may be
approved by said Chairwoman. Execution by the Chairwoman of the Escrow Agreement
shall be deemed to be conclusive evidence of approval of such changes.
SECTION 10. GENERAL AUTHORITY. The members of the Governing
Body and the Board, the County Manager, the Clerk and the officers, attorneys and other
agents or employees of the District and the County are hereby authorized to do all acts
and things required of them hereby, by the Resolution, the SRF Loan Agreements, the
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Amendment 3, the Amendment 2 or the Escrow Agreement, or desirable or consistent
with the requirements hereof or the Resolution, the SRF Loan Agreements, the
Amendment 3, the Amendment 2 or the Escrow Agreement for the full punctual and
complete performance of all the terms, covenants and agreements contained herein or in
the Resolution, the SRF Loan Agreements, the Amendment 3, the Amendment 2 and the
Escrow Agreement and each member, employee, attorney and officer of the District and
the County and the Clerk is hereby authorized and directed to execute and deliver any
and all papers and instruments and to be and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated hereunder. In the
event the Chairwoman is absent or unavailable to perform any function or duty hereunder
the Vice - Chairman is hereby authorized to perform any and all of such functions or
duties. Bond Counsel and the Financial Advisor are hereby authorized and directed to
take all action necessary and desirable to carry out the intent and purposes of this
Resolution.
SECTION 11. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or conlrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the SRF
Loan Agreements, the Amendment 3 or the Amendment 2.
[Remainder of page intentionally left blank]
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6/25/2013 11. B.
SECTION 12. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
THIS RESOLUTION ADOPTED, after motion, second and majority vote on
this the 25th day of June, 2013.
ATTEST:
DWIGHT E. BROCK, Clerk
By:
Deputy Clerk
Approved as to form and legality:
Jeffrey A. Klatzkow
County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, AS THE
GOVERNING BODY OF COLLIER
COUNTY AND AS EX OFFICIO THE
GOVERNING BOARD OF THE COLLIER
COUNTY WATER SEWER DISTRICT
GEORGIA A. HILLER, ESQ.
CHAIRWOMAN
Col
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14VMI
FORM OF AMENDMENT 3
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6/25/2013 11. B.
6/25/2013 11. B.
DRINKING WATER STATE REVOLVING FUND
AMENDMENT 3 TO LOAN AGREEMENT DW1111030
COLLIER COUNTY
This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA,
(Project Sponsor) existing as a local government agency under the laws of the State of Florida.
WITNES SETH:
WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State
Revolving Fund Loan Agreement, Number DWI I 11 030, as amended, authorizing a Loan
amount of $17,039,056, excluding Capitalized Interest; and
WHEREAS, the Project Sponsor is entitled to additional financing of $4,000,000, excluding
Capitalized Interest; and
WHEREAS, an interest rate must be established for the additional financing amount awarded in
-- thiamendment; an
WHEREAS, a Loan Service Fee must be assessed for the additional financing; and
WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the ^
Loan amount; and
WHEREAS, the Project costs need adjustment to reflect revised estimates; and
WHEREAS, revised provisions for audit and monitoring are needed.
NOW, THEREFORE, the parties hereto agree as follows:
Subsections 2.03(1) and (3)(a)(i) of the Agreement are deleted and replaced as
follows:
(1) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement
Consist of the Following:
Federal
State
Program
Federal
CFDA
Funding
Appropriation
Number
Agency
Number
CFDA Title
Amount
Category
FS984522-
EPA
66.468
Capitalization
$21,039,056
140129
120
Grants for Drinking
Water State
Revolving Fund
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6/25/2013 11.B.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular
A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted,
when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the
Project Sponsor directly to each of the following:
(i) The Department at the following address:
Valerie Peacock, Audit Director
Office of the Inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS 41
Tallahassee, Florida 32399 -3123
2. Additional financing in the amount of $4,000,000, excluding Capitalized Interest, is
hereby awarded to the Project Sponsor.
3. An interest rate of 2.25 percent per annum is established for the additional financing
amount awarded in Ns amen en ; however, if is amendment is not executed y the Pr6ject
Sponsor and returned to the Department before July 1, 2013, the interest rate may be adjusted.
4. The estimated principal amount of the Loan is hereby revised to $21,126,718, which
n. consists of $21,039,056 authorized for disbursement to the Project Sponsor and $87,662 of
Capitalized Interest. This total consists of the following:
(a) Original Agreement of $8,087,662, including $8,000,000 authorized for disbursement
to the Project Sponsor and $87,662 of Capitalized Interest, at an interest rate of 2.64 percent per
annum; and
(b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an
interest rate of 2.79 percent per annum; and
(c) Amendment 2 of $5,839,056 authorized for disbursement to the Project Sponsor at an
interest rate of 2.71 percent per annum; and
(d) Amendment 3 of $4,000,000 authorized for disbursement to the Project Sponsor at an
interest rate of 2.25 percent per annum.
The estimated principal does not reflect payments received to date.
5. An additional Loan Service Fee in the amount of $80,000, for a total of $420,781, is
hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized
Interest; that is, two percent of $21,039,056. Estimated Loan Service Fee capitalized interest for
the fee amount assessed to date is $2,106.
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6/25/2013 11. B.
6. The Semiannual Loan Payment amount, adjusted to account for repayments received
to date, is hereby revised and shall be in the amount of $739,519. Such payments shall be
received by the Department on August 15, 2013 and semiannually thereafter on February 15 and
August 15 of each year until all amounts. due hereunder have been fully paid. Until this
Agreement is further amended, each Semiannual Loan Payment will be proportionally applied,
after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on
each incremental Loan amount at the date such payment is due.
7. The Project Sponsor and the Department acknowledge that the actual cost of the
Project has not been determined. Project cost adjustments may be made as a result of mutually
agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and
amounts of Loan disbursements. If the Project Sponsor receives other governmental financial
assistance for this Project, the costs funded by such other governmental assistance will not be
financed by this Loan. The Department shall establish the final Project costs after its final
inspection of the Project records. Changes in Project costs may also occur as a result of the
Project Sponsor's Project audit or a Department audit.
Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in
the order in which they have been obligated without respect to budgetary line item estimates. All
a:, ti..
vdr3em
disbursed; the interest rate established for the original Loan amount shall apply to such
disbursements for the purpose of determining the associated Capitalized Interest and repayment
amount. The interest rate established for any additional increment of Loan financing shall be
used to determine the Capitalized Interest and repayment amount associated with the funds ^
disbursed from that increment.
The estimated Project costs are revised as follows:
CATEGORY COST($)
Construction and Demolition 21,039,056
Capitalized Interest 87,662
TOTAL (Loan Principal Amount) 21,126,718
8. All other terms and provisions of the Loan Agreement shall remain in effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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6/25/2013 11. B.
This Amendment 3 to Loan Agreement DWI 111030 shall be executed in three or more
counterparts, any of which shall be regarded as an original and all of which constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Department has caused this amendment to the Loan Agreement
to be executed on its behalf by the Program Administrator and the Project Sponsor has caused
this amendment to be executed on its behalf by its Authorized Representative and by its affixed
seal. The effective date of this amendment shall be as set forth below by the Program
Administrator.
SEAL
for
COLLIER COUNTY
Chairwoman
Attest: Approved as to form and legal sufficiency:
County Clerk
County Attorney
for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Program Administrator
State Revolving Fund
4
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Date
FORM OF AMENDMENT 2
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This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA,
(Project Sponsor) existing as a local government agency under the laws of the State of Florida.
WITNESSETH:
WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State
Revolving Fund Loan Agreement, Number DWI 111040, as amended, authorizing a Loan
amount of $11,200,000, excluding Capitalized Interest; and
WHEREAS, the Project Sponsor is entitled to additional financing of $21,000,000, excluding
Capitalized Interest; and
WHEREAS, an interest rate must be established for the additional financing amount awarded in
this amendment; and
WHEREAS, a Loan Service Fee must be assessed for the additional financing; and
WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the
Loan amount; and
WHEREAS, the Project costs need adjustment to reflect revised estimates; and
WHEREAS, revised provisions for audit and monitoring are needed.
NOW, THEREFORE, the parties hereto agree as follows:
1. Subsections 2.03(1), (3)(a)(i), and (5) of the Agreement are deleted and replaced as
follows:
(1) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement
Consist of the Following:
Federal
State
Program
Federal
CFDA
Funding
Appropriation
Number
A enc
Number
CFDA Title
Amount
Category
FS984522-
EPA
66.468
Capitalization
$32,200,000
140129
120
Grants for Drinking
Water State
Revolving Fund
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6/25/2013 11. B.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular
A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted,
when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the
Project Sponsor directly to each of the following:
(i) The Department at the following address:
Valerie Peacock, Audit Director
Office of the Inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS 41
Tallahassee, Florida 32399 -3123
(5) Record Retention.
The Project Sponsor shall retain sufficient records demonstrating its compliance with the
terms of this Agreement for a period of five years from the date the audit report is issued, and
shall allow the Department, or its designee, Chief Financial Officer, or Auditor General access to
such records upon request. The Project Sponsor shall ensure that audit working papers are made
available to the Department, or its designee, Chief Financial Officer, or Auditor General upon
request for a period of five years from the date the audit report is issued, unless extended in
writing by the Department.
The Project Sponsor is hereby advised that the Federal and/or Florida Single Audit Act
Requirements may further apply to lower tier transactions that may be a result of this Agreement.
For federal financial assistance, the Project Sponsor shall utilize the guidance provided under
OMB Circular A -133, Subpart B, Section _.210 for determining whether the relationship
represents that of a subrecipient or vendor.
The Project Sponsor should confer with its chief financial officer, audit director or
contact the Department for assistance with questions pertaining to the applicability of these
requirements.
In addition, the Project Sponsor agrees to complete and submit the Certification of
Applicability to Single Audit Act Reporting, Attachment A, attached hereto and made a part
hereof, within four (4) months following the end of the Project Sponsor's fiscal year.
Attachment A should be submitted to the Department's Grants Development and Review
Manager at 3900 Commonwealth Boulevard, Mail Station 93, Tallahassee, Florida 32399 -3000.
The Grants Development and Review Manager is available to answer any questions at
(850) 245 -2361.
2. Section 8.02 of the Agreement, as amended, is deleted and replaced as follows:
Books, records, reports, engineering documents, contract documents, and papers shall be
available to the authorized representatives of the Department and the U.S. Environmental
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Protection Agency's Inspector General for inspection at any reasonable time after the Project
Sponsor has received a disbursement and until five years after the date that the Project- specific
audit report, required under Subsection 2.03(4), is issued.
3. Additional financing in the amount of $21,000,000, excluding Capitalized Interest, is
hereby awarded to the Project Sponsor.
4. An interest rate of 2.25 percent per annum is established for the additional financing
amount awarded in this amendment; however, if this amendment is not executed by the Project
Sponsor and returned to the Department before July 1, 2013, the interest rate may be adjusted.
5. The estimated principal amount of the Loan is hereby revised to $32,583,530, which
consists of $32,200,000 authorized for disbursement to the Project Sponsor and $383,530 of
Capitalized Interest. This total consists of the following:
(a) Original Agreement of $8,336,811, including $8,000,000 authorized for disbursement
to the Project Sponsor and $336,811 of Capitalized Interest, at an interest rate of 2.64 percent per
annum; and
(b) Amendment 1 of $3,246,719,including S3,200,000 authorized for disbursement to
the Project Sponsor and $46,719 of Capitalized Interest, at an interest rate of 2.79 percent per
annum; and
(c) Amendment 2 of $21,000,000 authorized for disbursement to the Project Sponsor at
an interest rate of 2.25 percent per annum.
The estimated principal does not reflect payments received to date.
6. An additional Loan Service Fee in the amount of $420,000, for a total of $644,000, is
hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized
Interest; that is, two percent of $32,200,000. Estimated Loan Service Fee capitalized interest for
the fee amount assessed to date is $8,121.
7. The Semiannual Loan Payment amount, adjusted to account for repayments received
to date, is hereby revised and shall be in the amount of $1,183,561. Such payments shall be
received by the Department on October 15, 2013 and semiannually thereafter on April 15 and
October 15 of each year until all amounts due hereunder have been fully paid. Until this
Agreement is further amended, each Semiannual Loan Payment will be proportionally applied,
after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on
each incremental Loan amount at the date such payment is due.
8. The Project Sponsor and the Department acknowledge that the actual cost of the
Project has not been determined. Project cost adjustments may be made as a result of mutually
agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates and
amounts of Loan disbursements. If the Project Sponsor receives other governmental financial
assistance for this Project, the costs funded by such other governmental assistance will not be
financed by this Loan. The Department shall establish the final Project costs after its final
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inspection of the Project records. Changes in Project costs may also occur as a result of the
Project Sponsor's Project audit or a Department audit.
Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in
the order in which they have been obligated without respect to budgetary line item estimates. All
disbursements shall be made from the original Loan amount until that amount has been
disbursed; the interest rate established for the original Loan amount shall apply to such
disbursements for the purpose of determining the associated Capitalized Interest and repayment
amount. The interest rate established for any additional increment of Loan financing shall be
used to determine the Capitalized Interest and repayment amount associated with the funds
disbursed from that increment.
The estimated Project costs are revised as follows:
9. All other terms and provisions of the Loan Agreement shall remain in effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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AUTHORIZED LOAN
CATEGORY
COST($)
AMOUNT($) TO DATE
(1) Administrative Allowance
296,342
(2) Engineering Allowance
2,963,422
Line items
(3) Construction and Demolition
Contingencies
47,038,450
2,351,923
may vary
(5) Technical Services After Bid Opening
4,796,000
actual
SUBTOTAL (Disbursable Amount)
57,446,137
32,200,000
(6) Capitalized Interest
383,530
383,530
TOTAL (Loan Principal Amount)
57,829,667
32,583,530
9. All other terms and provisions of the Loan Agreement shall remain in effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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6/25/2013 11.B.
This Amendment 2 to Loan Agreement DWI 111 040 shall be executed in three or more
counterparts, any of which shall be regarded as an original and all of which constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Department has caused this amendment to the Loan Agreement
to be executed on its behalf by the Program Administrator and the Project Sponsor has caused
this amendment to be executed on its behalf by its Authorized Representative and by its affixed
seal. The effective date of this amendment shall be as set forth below by the Program
Administrator.
SEAL
for
COLLIER COUNTY
Attest: Approved as to form and legal sufficiency:
County Clerk
County Attorney
for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Program Administrator
State Revolving Fund
Attachment included as part of this Agreement:
I#"%" Attachment A - Certification of Applicability to Single Audit Act Reporting
5
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Date
6/25/2013 1 1. B.
ATTACHMENT A
CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING
Grantee's Name:
Grantee Fiscal Year Period: FROM: TO:
Total State Financial Assistance Expended during Grantee's most recently completed Fiscal Year:
Total Federal Financial Assistance Expended during Grantee's most recently completed Fiscal Year:
CERTIFICATION STATEMENT:
I hereby certify that the above information is correct.
Signature
Print Name and Position Title
Date
DEP Agreement No. DWI 111 040, Attachment A, Page 1 of 3
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6/25/2013 11. B.
INSTRUCTIONS FOR COMPLETING THE ATTACHMENT
Grantee Fiscal Year Period: FROM: Month/Year TO: Month/Year
NOTE: THIS SHOULD BE THE GRANTEE'S FISCAL YEAR FROM (MONTH/YEAR) TO
(MONTH/YEAR).
Total State Financial Assistance Expended during Grantee's most recently completed Fiscal Year:
NOTE: THIS AMOUNT SHOULD BE THE TOTAL STATE FINANCIAL ASSISTANCE
EXPENDED FROM ALL STATE AGENCIES, NOT JUST DEP.
Total Federal Financial Assistance Expended during Grantee's most recently completed Fiscal Year:
NOTE: THIS AMOUNT SHOULD BE THE TOTAL FEDERAL FINANCIAL ASSISTANCE
n EXPENDED FROM ALL FEDERAL AGENCIES, NOT JUST THROUGH DEP.
The Certification should be signed by your Chief Financial Officer.
Please print the name and include the title and date of the signature.
DEP Agreement No. DW 1111 040, Attachment A, Page 2 of 3
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6/25/2013 11. B.
CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING
FREQUENTLY ASKED QUESTIONS
1. Question: Do I complete and return this form when I return my signed
Agreement/Amendment?
Answer: No, this form is to be completed and signed by your Chief Financial Officer
and returned 4 months after the end of your fiscal year.
2. Question: Can I fax the form to you?
Answer: Yes, you can fax the Certification form, the fax number is 850/245 -2411.
3. Question: How can I submit the form if our audit is not completed by the due date of
this letter?
Answer: You should be able to complete the form from the information in your
accounting system. This is just to let our Office of the Inspector General know which
entities they should be getting an audit from. If you are under the threshold you do not
have to submit a copy of your audit, only the Certification form.
4. Question: Do you only want what we received from DEP?
Answer: No, the Single Audit is the TOTAL AMOUNT of funds that you expended
towards all state or federal grants that you receive. You should list those that are specific
to DEP on the form.
5. Question: Do I have to submit the completed form and a copy of my audit?
Answer: No, you do not have to submit your audit unless you are over the threshold of
$500,000. If you would prefer to submit your audit (CAFR) instead of the form, that is
fine.
6. Question: Our CAFR will not be ready before your due date and we don't have the
information necessary to complete the certification. Can we get an extension?
Answer: Yes, just send us an Email letting us know when you will have your CAFR
completed and we will place the Email with your letter in our file so that you don't get a
2'd notice.
7. Question: Can I submit my Certification Form or CAFR electronically?
Answer: Yes, you can submit them by Email to Debbie.skelton(&dep. state. fl.us
DEP Agreement No. DWI 111 040, Attachment A, Page 3 of 3
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EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
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ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of ' 2013, by
and between COLLIER COUNTY WATER -SEWER DISTRICT (the "District "), and
U.S. BANK NATIONAL ASSOCIATION (the "Escrow Agent "), a national banking
association, having a corporate trust office at 550 West Cypress Creek Road, Suite 380,
Fort Lauderdale, Florida 33309, as escrow agent hereunder.
WHEREAS, the District has heretofore issued its Collier County Water -Sewer
District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds ")
pursuant to Resolution No. CWS -85 -5 adopted on July 30, 1985, as amended and restated
by Resolution No. CWS -85 -13 adopted on December 26, 1985, as amended and
supplemented (collectively, the "Resolution "); and
WHEREAS, the District has determined to exercise its option under the
Resolution an refand that porCion of e outstanding Series 2006 Bonds identified
on Schedule A attached hereto (the "Refunded Bonds "); and
WHEREAS, the District has determined to incur two loans from the State of
Florida Department of Environmental Protection pursuant to two existing loan
agreements (the "SRF Loans "), a portion of the proceeds of which SRF Loans will be
used to purchase certain United States Treasury obligations in order to provide payment
for the Refunded Bonds and to discharge and satisfy the pledges, liens and other
obligations of the District under the Resolution in regard to such Refunded Bonds; and
WHEREAS, the incurrence of the SRF Loans, the purchase by the Escrow Agent
of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into
an escrow deposit trust fund to be held by the Escrow Agent and the discharge and
satisfaction of the pledges, liens and other obligations of the District under the Resolution
in regard to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous
transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. PREAMBLES. The District represents that the recitals
stated above are true and correct and incorporated herein.
SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION
REPORT. Receipt of a true and correct copy of the above- mentioned Resolution and
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6/25/2013 11. B.
this Agreement is hereby acknowledged by the Escrow Agent. The applicable and
necessary provisions of the Resolution, including but not limited to Article III and
Section 9.01 thereof, are incorporated herein by reference. The Escrow Agent also
acknowledges receipt of the verification report of The Arbitrage Group, Inc., dated
, 2013 (the "Verification Report"). Reference herein to or citation herein of
any provisions of the Resolution or the Verification Report shall be deemed to
incorporate the same as a part hereof in the same manner and with the same effect as if
the same were fully set forth herein.
SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF
REFUNDED BONDS. In accordance with Section 9.01 of the Resolution, the District
by this writing exercises its option to cause the. pledge of the Pledged Funds and all
covenants, agreements and other obligations of the District to the holders of the Refunded
Bonds under the Resolution to cease, terminate and become void and be discharged and
satisfied.
SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is
hereby ereated and established with the Eserow Agent a speeial, segregated and
irrevocable escrow fund designated the "Collier County Water -Sewer District Water and
Sewer Revenue Bonds, Series 2006 Escrow Deposit Trust Fund" (the 'Escrow Fund ").
The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the
benefit of the holders of the Refunded Bonds separate and apart from other funds and
accounts of the District and the Escrow Agent. The Escrow Agent hereby accepts the
Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow
Fund the sum of $ received from the District from proceeds of the SRF
Loans (the "SRF Moneys ") and $ from other legally available moneys of the
District (the "District Moneys ").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The District hereby directs and the Escrow Agent represents and
acknowledges that, concurrently with the deposit of the SRF Moneys and District
Moneys under Section 4 above, it has used $ of the SRF Moneys and
$ of the District Moneys to purchase on behalf of and for the account of
the District certain United States Treasury obligations (collectively, together with any
other securities which may be on deposit, from time to time, in the Escrow Fund, the
'Escrow Securities "), which are described in Schedule B hereto, and the Escrow Agent
will deposit such Escrow Securities and $ in cash (the "Cash Deposit ") in the
Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United
States of America.
In the event any of the Escrow Securities described in Schedule B hereto are not
available for delivery on , 2013, the Escrow Agent may, at the written
direction of the District and with the approval of Bond Counsel, substitute other United
States Treasury obligations and shall credit such other obligations to the Escrow Fund
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and hold such obligations until the aforementioned Escrow Securities have been
delivered. Bond Counsel shall, as a condition precedent to giving its approval, require
the District to provide it with a revised Verification Report in regard to the adequacy of
the Escrow Securities, taking into account the substituted obligations to pay the Refunded
Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be
responsible or liable for failure or delay of Bond Counsel or the District to promptly
approve the substitutions of other United States Treasury obligations for the Escrow
Fund.
SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE
CASH DEPOSIT. In reliance upon the Verification Report, the District represents that
the Cash Deposit and the interest on and the principal amounts successively maturing on
the Escrow Securities in accordance with their terms (without consideration of any
reinvestment of such maturing principal and interest) are sufficient such that moneys will
be available to the Escrow Agent in amounts sufficient and at the times required to pay
the amounts of principal of, premium, if any, and interest due and to become due on the
Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities
insufficient and the Cash Deposit shall be o make such payments, the District shat!
timely deposit to the Escrow Fund, solely from legally available funds of the District,
such additional amounts as may be required to pay the Refunded Bonds as described in
Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the
District as promptly as possible, but the Escrow Agent shall in no manner be responsible
for the District's failure to make such deposits.
SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN
TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow
Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable
deposit of Refunding Securities (as defined in the Resolution) and cash in trust solely for
the payment of the principal of, premium, if any, and interest on the Refunded Bonds at
such times and in such amounts as set forth in Schedule C hereto, and the principal of and
interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for
such purpose.
SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS
FROM ESCROW FUND. The District hereby directs, and the Escrow Agent hereby
agrees, that it will take all actions required to be taken by it under the provisions of the
Resolution referenced in this Agreement, including the timely transfer of money to the
Paying Agent for the Refunded Bonds (U.S. Bank National Association) as provided in
the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in
the amounts and at the times provided in Schedule C hereto. The Escrow Securities and
the Cash Deposit shall be used to pay debt service on the Refunded Bonds as they mature
or are redeemed prior to maturity. The Refunded Bonds shall be redeemed prior to
maturity on July 1, 2016 (the "Redemption Date ") at a redemption price equal to 100% of
el
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the principal amount of each Refunded Bond, plus interest accrued to the Redemption
Date. If any payment date shall be a day on which either the Paying Agent for the
Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds,
then the Escrow Agent may make payment on the next business day. The liability of the
Escrow Agent for the payment of the principal of, premium, if any, and interest on the
Refunded Bonds pursuant to this Agreement shall be limited to the application of the
Escrow Securities and the Cash Deposit and the interest earnings thereon available for
such purposes in the Escrow Fund.
SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN
ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than
the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as
provided in Section 5 hereof and this Section 9, neither the District nor the Escrow Agent
shall otherwise invest or reinvest any moneys in the Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent
may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash
Deposit in the Eserow Fund and reinvest the proeeeds thereof in other seeurities nor may
it substitute securities for any of the Escrow Securities, except upon written direction of
the District and where, prior to any such reinvestment or substitution, the Escrow Agent
has received from the District the following:
n
n
(a) a written verification report by a firm of independent certified public
accountants, of recognized standing, appointed by the District and acceptable to
the Escrow Agent, to the effect that after such reinvestment or substitution the
principal amount of Escrow Securities, together with the interest thereon and any
uninvested cash, will be sufficient to pay the Refunded Bonds as described in
Schedule C hereto; and
(b) a written opinion of nationally recognized Bond Counsel to the
effect that (i) such investment will not cause the Refunded Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Internal Revenue Code, as
amended, and the regulations promulgated thereunder or otherwise cause the
interest on the Refunded Bonds to be included as gross income for purposes of
federal income taxation, and (ii) such investment does not violate any provision of
Florida law or of the Resolution.
The above - described verification report need not be provided in the event the District
purchases Escrow Securities with the proceeds of maturing Escrow Securities and such
purchased Escrow Securities mature on or before the next interest payment date for the
Refunded Bonds and have a face amount which is at least equal to the cash amount
invested in such Escrow Securities.
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In the event the above - referenced verification concludes that there are surplus
moneys in the Escrow Fund, such surplus moneys shall be released to the District upon
its written direction. The Escrow Fund shall continue in effect until the date upon which
the Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds
in an amount sufficient to pay the Refunded Bonds as described in Schedule C hereto,
whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the District the proceeds thereof, together with all other
money, if any, then remaining in the Escrow Fund.
SECTION 10. REDEMPTION OF REFUNDED BONDS. The District
hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded
Bonds (U.S. Bank National Association) to give, on behalf of the District, at the
appropriate times the notice or notices, if any, required by the Resolution in connection
with the redemption of the Refunded Bonds. The Refunded Bonds shall be redeemed on
July 1, 2016 at a redemption price equal to 100% of the principal amount thereof, plus
accrued interest.
SECT7/l�N 1.1. DE E A S A CE NOTICE TC7- HOLDERS . OF
REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth
in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the
meaning and with the effect expressed in Section 9.01 of the Resolution. Within 60 days
of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the
District, shall cause the Paying Agent for the Refunded Bonds (U.S. Bank National
Association) to mail to the Holders of the Refunded Bonds the notice in the form
provided in Schedule D attached hereto.
SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund
hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an
express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund
pursuant to the terms hereof and the interest earnings thereon until paid out, used and
applied in accordance with this Agreement and the Resolution. Neither the District nor
the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be
imposed upon the Escrow Fund.
SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is
made for the benefit of the District and the holders from time to time of the Refunded
Bonds and it shall not be repealed, revoked, altered or amended without the written
consent of all such holders and the written consent of the Escrow Agent; provided,
however, that the District and the Escrow Agent may, without the consent of, or notice to,
such holders, enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent with the terms
and provisions of this Agreement, for any one or more of the following purposes:
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(a) to cure any ambiguity or formal defect or omission in this
Agreement;
(b) to grant, or confer upon, the Escrow Agent for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders or the
Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or
properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized Bond Counsel with respect to compliance with this
Section 13, including the extent, if any, to which any change, modification or addition
affects the rights of the holders of the Refunded Bonds, or that any instrument executed
hereunder complies with the conditions and provisions of this Section 13.
SECTION 14. FEES AND EXPENSES OF ESCROW AGENT;
INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent
under this Agreement, the District agrees to and shall pay to the Escrow Agent the fees
and expenses as set forth on Schedule 1 hereto. The Escrow Agent shall have no lien
whatsoever upon any of the Escrow Securities in said Escrow Fund for the payment of
such proper fees and expenses. The District further agrees to indemnify and save the
Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may
incur in the exercise and performance of its powers and duties hereunder, and which are
not due to its negligence or misconduct. Indemnification provided under this Section 14
shall survive the termination of this Agreement.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an authorized officer of the District. The Escrow Agent may conclusively rely,
as to the correctness of statements, conclusions and opinions therein, upon any certificate,
report, opinion or other document furnished to the Escrow Agent pursuant to any
provision of this Agreement; the Escrow Agent shall be protected and shall not be liable
for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be
under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument. The Escrow Agent may consult with counsel,
who may be counsel to the District or independent counsel, with regard to legal
questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith in
accordance herewith. Prior to retaining such independent counsel, the Escrow Agent
shall notify the District of its intention.
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The Escrow Agent and its successors, agents and servants shall not be held to any
personal liability whatsoever, in tort, contract or otherwise, by reason of the execution
and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance
and disposition of the various moneys and funds described herein, the purchase, retention
or payment, transfer or other application of funds or securities by the Escrow Agent in
accordance with the provisions of this Agreement or any nonnegligent act, omission or
error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow
Agent shall, however, be liable to the District and to holders of the Refunded Bonds to
the extent of their respective damages for negligent or willful acts, omissions or errors of
the Escrow Agent which violate or fail to comply with the terms of this Agreement. The
duties and obligations of the Escrow Agent shall be determined by the express provisions
of this Agreement.
SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT.
So long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall
forward in writing to the District a statement in detail of the balance of the Securities held
therein following payments made therefrom on each January 1 or July 1 of that year,
whichever is applicable, and the income and maturities thereof, and withdrawals of
money from the Escrow Fund, since the last statement furnished pursuant to this Section
15. Such statements shall be provided to the Issuer as soon as practicable following the
end of each month in which payments are made with respect to the Refunded Bonds. ^
SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT.
The Escrow Agent, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than 60 days'
written notice to the District and mailing notice thereof, specifying the date when such
resignation will take effect to the holders of all Refunded Bonds then outstanding, but no
such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the holders of a majority in aggregate principal amount of the Refunded
Bonds then outstanding or by the District as hereinafter provided and such successor
Escrow Agent shall have accepted such appointment, in which event such resignation
shall take effect immediately upon the appointment and acceptance of a successor Escrow
Agent.
The Escrow Agent may be replaced at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Agent and signed by either the District or
the holders of a majority in aggregate principal amount of the Refunded Bonds then
outstanding. Such instrument shall provide for the appointment of a successor Escrow
Agent, which appointment shall occur simultaneously with the removal of the Escrow
Agent.
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become
incapable of acting hereunder, or in case the Escrow Agent shall be taken under the ^
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control of any public officer or officers, or of a receiver appointed by a court, a successor
may be appointed by the holders of a majority in aggregate principal amount of the
Refunded Bonds then outstanding by an instrument or concurrent instruments in writing,
signed by such holders, or by their attorneys in fact, duly authorized in writing; provided,
nevertheless, that in any such event, the District shall appoint a temporary Escrow Agent
to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a
majority in aggregate principal amount of the Refunded Bonds then outstanding in the
manner above provided, and any such temporary Escrow Agent so appointed by the
District shall immediately and without further act be superseded by the Escrow Agent so
appointed by such holders. The District shall mail notice of any such appointment made
by it at the times and in the manner described in the first paragraph of this Section 16.
In the event that no appointment of a successor Escrow Agent or a temporary
successor Escrow Agent shall have been made by such holders or the District pursuant to
the foregoing provisions of this Section 16 within 60 days after written notice of
resignation of the Escrow Agent has been given to the District, the holder of any of the
Refunded Bonds or any retiring Escrow Agent may apply to any court of competent
jurisdiction fbr die appointment of a successor Escrow Agent, and such co= may
thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow
Agent.
A*�N In the event of replacement or resignation of the Escrow Agent, the Escrow Agent
shall have no further liability hereunder and the District shall indemnify and hold
harmless the Escrow Agent, to the extent allowed by law, from any such liability,
including costs or expenses incurred by the Escrow Agent or its counsel.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the
United States or any State, and shall have at the time of appointment capital and surplus
of not less than $30,000,000.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the District an instrument in writing accepting such
appointment hereunder and thereupon such successor Escrow Agent, without any further
act, deed or conveyance, shall become fully vested with all the rights, immunities,
powers, trusts, duties and obligations of its predecessor; but such predecessor shall
nevertheless, on the written request of such successor Escrow Agent or the District
execute and deliver an instrument transferring to such successor Escrow Agent all the
estates, properties, rights, powers and trusts of such predecessor hereunder; and every
predecessor Escrow Agent shall deliver all securities and moneys held by it to its
successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in
full. Should any transfer, assignment or instrument in writing from the District be
required by any successor Escrow Agent for more fully and certainly vesting in such
N.
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successor Escrow Agent the estates, rights, powers and duties hereby vested or intended
to be vested in the predecessor Escrow Agent, any such transfer, assignment and
instruments in writing shall, on request, be executed, acknowledged and delivered by the
District.
Any corporation into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor
to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or tax -free reorganization to which the Escrow Agent or any successor to it
shall be a party shall be the successor Escrow Agent under this Agreement without the
execution or filing of any paper or any other act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
SECTION 17. TERMINATION OF AGREEMENT. This Agreement
shall terminate when all transfers and payments required to be made by the Escrow Agent
under the provisions hereof shall have been made. Upon such termination, all moneys
remaining in the Escrow Fund shall be released to the District.
SECTION 18. GOVERNING LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
SECTION 19. SEVERABILITY. If any one or more of the covenants or
agreements provided in this Agreement on the part of the District or the Escrow Agent to
be performed should be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed and construed to be severable from the
remaining covenants and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
SECTION 20. COUNTERPARTS. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original
and shall constitute and be but one and the same instrument.
SECTION 21. NOTICES. Any notice, authorization, request or demand
required or permitted to be given in accordance with the terms of this Agreement shall be
in writing and sent either by facsimile, overnight express mail with fees prepaid, first
class mail with postage prepaid; or hand delivered to the Issuer or the Bank, respectively,
at the addresses or facsimile numbers shown below:
U.S. Bank National Association
550 West Cypress Creek Road, Suite 380
Fort Lauderdale, Florida 33309
Attention: Corporate Trust Department
Facsimile: (954) 202 -2082
0
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Collier County, Florida
Collier County Government Complex
3299 Tamiami Trail East
Naples, FL 34112
Attention: County Manager
Phone: 239/252 -8717
Facsimile: (239) 403 -2366
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow
Deposit Agreement to be executed by their duly authorized officers and appointed
officials and their seals to be hereunder affixed and attested as of the date first written
herein.
(SEAL)
ATTEST:
n
Deputy Clerk
COLLIER COUNTY, FLORIDA
Chairwoman, Board of County Commissioners
Approved as to Form and Legal Sufficiency:
County Attorney
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
10
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Fees and Expenses of Bank:
6/25/2013 11. B.
SCHEDULEI
$800.00 one time fee, payable in advance.
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Maturity Principal
*Term Bond
/'\
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Interest Rate
6/25/2013 11.B.
SCHEDULE B
ESCROW SECURITIES
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/�
n
6/25/2013 113.
SCHEDULE C
DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS
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SCHEDULE D
FORM OF NOTICE OF DEFEASANCE
Notice is hereby given pursuant to Resolution No. CWS -85 -5, as amended and
restated by Resolution No. CWS -85 -13 duly adopted on December 26, 1985, as amended
and supplemented (collectively, the "Resolution "), that the portion of the Collier County
Water -Sewer District Water and Sewer Revenue Bonds, Series 2006 identified below (the
"Refunded Bonds ") are deemed to be paid within the meaning of Section 9.01 of the
Resolution and shall no longer be secured from the Pledged Funds (as defined in the
Resolution) and the other liens created by the Resolution for the benefit of the holders of
the Refunded Bonds and shall be secured solely from the irrevocable deposit of U.S.
Treasury obligations made by the District with U.S. Bank National Association, as
Escrow Agent, in accordance with Section 9.01 of the Resolution.
Further, the Refunded Bonds shall be redeemed, prior to their respective
maturities, on July 1, 2016 (the "Redemption Date ") at a redemption price equal to 100%
of the principal amount of such Refunded Bond to be redeemed, together with interest
accrued thereon to the Redemption Date.
The Refunded Bonds to be defeased and redeemed are:
Maturity Principal Interest
(July 1) Amount Rate CUSIP No.
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n Attachment B
History of State Revolving Funds Loan DWI 11030 and DWI 111040
State Revolving Fund Loan - DWI 111030
On March 13 2007, the Board of County Commissioners approved Resolution 2007 -67 to
authorize the County to submit a State Revolving Fund (SRF) low interest rate construction loan
application and to authorize the Loan Agreement with the FDEP, for the South County Regional
Water Treatment Plant (SCRWTP) 12- Million Gallons Per Day (MGD) Reverse Osmosis (RO)
Plant Expansion, Project 700971. The loan application was in the amount of $32,487,586.
On August 9, 2007, the SRF Loan Agreement was signed by the Chairman of the Board of
County Commissioners, the Assistant County Attorney, and sealed by the Clerk of the Circuit
Court on behalf of the County and it was submitted to the FDEP. The Loan Agreement was fully
executed on behalf of the State of Florida and the FDEP by the Chief Executive Officer on
August 17, 2007. The Agreement executed on August 17, 2007, authorized a disbursable
amount of $8,000,000 (Attachment Q.
On September 9, 2008, Item # 16C4, Amendment 1 to the original loan agreement was approved.
This Amendment increased the disbursable amount of the loan to $11,200,000 (Attachment D).
On January 12, 2010, under Agenda Item 16C4, the Board approved Amendment Two to the
original loan agreement. This Amendment increased the disbursable amount of the loan to
$17,039,056 (Attachment E).
On April 12, 2011, under Agenda Item 16C1, the Board approved authorizing the County
Manager or designee to decline an additional $5,000,000 in funding for this project. These funds
were declined in order to strictly adhere to the pay -as -you go approach.
Amendment Three (3) provides additional funding to the County. The disbursable amount of the
Loan has been increased by $4,000,000 and the adjusted total disbursable amount of the Loan is
$21,039,056. The total Principal Amount, including Capitalized Interest, has been modified to
$21,126,718 (See Exhibit A of Resolution).
State Revolving Fund Loan - DWI lll 040
On March 13 2007, the Board of County Commissioners approved Resolution 2007 -66 to
authorize the County to submit a State Revolving Fund (SRF) low interest rate construction loan
application and to authorize the Loan Agreement with the FDEP, for the South County Regional
Water Treatment Plant (SCRWTP) 20- Million Gallons Per Day (MGD) Reverse Osmosis (RO)
Wellfield Expansion, Project 708921. The loan application was in the amount of $63,858,052.
1
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On August 9, 2007, the SRF Loan Agreement was signed by the Chairman of the Board of
County Commissioners, the Assistant County Attorney, and sealed by the Clerk of the Circuit
Court on behalf of the County and it was submitted to the FDEP. The Loan Agreement was fully
executed on behalf of the State of Florida and the FDEP by the Chief Executive Officer on
August 17, 2007. The Agreement executed on August 17, 2007, authorized a disbursable
amount of $8,000,000 (Attachment F).
On September 9, 2008, Item # 16C1, Amendment 1 to the original loan agreement was approved.
This Amendment increased the disbursable amount of the loan to $11,200,000 (Attachment G).
Amendment Two (2) provides additional funding to the County. The disbursable amount of the
Loan has been increased by $21,000,000, and the adjusted total disbursable amount of the Loan
is $32,200,000. The total Principal Amount, including Capitalized Interest, has been modified
to $32,583,530 (Exhibit B of Resolution).
4
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STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
►:�7
COLLIER COUNTY, FLORIDA
DRINKING WATER STATE REVOLVING FUND
CONSTRUCTION LOAN AGREEMENT
DW1111 030
Florida Department of Environmental Protection
Bureau of Water Facilities Funding
Bob Martinez Center
2600 Blair Stone Road, MS 3505
Tallahassee, Florida 32399 -2400
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-------------- ----------------- ----
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DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
ARTICLE I - DEFINITIONS
1
1.01. WORDS AND TERMS.
I
1.02. CORRELATIVE WORDS.
3
ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS
3
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS
3
2.02. LEGAL AUTHORIZATION.
5
2.03. AUDIT AND MONITORING REQUIREMENTS.
5
ARTICLE III - LOAN REPAYMENT ACCOUNT
7
3.01. LOAN DEBT SERVICE ACCOUNT.
7
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS.
8
3,03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS.
8
3.04. ASSETS HELD IN TRUST.
8
ARTICLE IV - PROJECT INFORMATION
8
4.01. PROJECT CHANGES.
8
4.02. TITLE TO PROJECT SITE.
8
4.03. PERMITS AND APPROVALS.
9
4.04. ENGINEERING SERVICES.
9
4.05. PROHIBITION AGAINST ENCUMBRANCES.
9
4.06 COMPLETION MONEYS.
9
4.07. CLOSE-OUT.
9
4.08. LOAN DISBURSEMENTS.
9
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
10
5.01. RATE COVERAGE.
10
5.02. NO FREE SERVICE.
10
5.03. MANDATORY CONNECTIONS.
10
5.04. NO COMPETING SERVICE.
10
5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
10
5.06. ADDITIONS AND MODIFICATIONS.
11
5.07. COLLECTION OF REVENUES
ARTICLE VI - DEFAULTS AND REMEDIES
11
6.01. EVENTS OF DEFAULT.
11
6.02. REMEDIES.
12
6.03. DELAY AND WAIVER.
12
ARTICLE VII - THE PLEDGED REVENUES
13
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT.
13
7.02. ADDITIONAL DEBT OBLIGATIONS.
13
ARTICLE VIII - GENERAL PROVISIONS
13
8.01. DISCHARGE OF OBLIGATIONS.
13
8.02. PROJECT RECORDS AND STATEMENTS.
13
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DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT
CONTENTS
PAGE
8.03. ACCESS TO PROJECT SITE.
14
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
14
8.05. AMENDMENT OF AGREEMENT.
14
8.06. ANNULMENT OF AGREEMENT.
14
8.07. SEVERABILITY CLAUSE.
14
ARTICLE IX - CONSTRUCTION CONTRACTS AND INSURANCE
14
9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS.
14
9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS.
15
9.03. INSURANCE REQUIRED.
15
ARTICLE X - DETAILS OF FINANCING
15
10.01. PRINCIPAL AMOUNT OF LOAN.
15
10.02. LOAN SERVICE FEE.
16
10.03. INTEREST RATE.
16
10.04. LOAN TERM.
16
10.05. REPAYMENT SCHEDULE.
16
10.06. PROJECT COSTS.
17
10.07. SCHEDULE.
17
10.08. SPECIAL CONDITION.
17
ARTICLE XI - EXECUTION OF AGREEMENT
18
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DRINKING WATER STATE REVOLVING FUND
CONSTRUCTION LOAN AGREEMENT
D W 1111030
THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project
Sponsor) existing as a local governmental agency under the laws of the State of Florida.
WITNESSETH:
WHEREAS, pursuant to Section 403.8532, Florida Statutes, the Department is authorized to make loans
to finance or refinance the construction of public water systems, the planning and design of which have
been reviewed by the Department; and
WHEREAS, the Project Sponsor has made application for the financing of the Project, and the
Department has determined that such Project meets all requirements for a loan.
NOW, THEREFORE, in consideration of the Department loaning money to the Project Sponsor, in the
principal amount and pursuant to the covenants hereinafter set forth, it is agreed as follows:
ARTICLE I - DEFINITIONS
1.01. WORDS AND TERMS.
Words and terms used herein shall have the meanings set forth below:
(1) "Agreement" or "Loan Agreement" shall mean this construction loan agreement.
(2) "Authorized Representative" shall mean the official of the Project Sponsor authorized by
ordinance or resolution to sign documents associated with the Loan.
(3) "Capitalized Interest" shall mean the interest accruing on Loan proceeds from the time of
disbursement until six months before the first Semiannual Loan Payment is due. Capitalized Interest is
financed as part of the Loan principal.
(4) "Depository" shall mean a bank or trust company, having a combined capital and unimpaired
surplus of not less than $50 million; authorized to transact commercial banking or savings and loan
business in the State of Florida and insured by the Federal Deposit Insurance Corporation.
(5) "Development Fees" shall mean the charges imposed by the Local Government on persons
connecting to the System, or reserving capacity in the System, which represent a pro rata share of the
costs of the System which are attributable to the increased demand such additional connections create
upon the System. Development Fees shall not include Connection Fees.
(6) Gross Revenues" shall mean all income or earnings received by the Project Sponsor from the
ownership or operation of its Water and Sewer Systems, including investment income, all as calculated in
accordance with generally accepted accounting principles. Gross Revenues shall not
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include proceeds from the sale or other disposition of any part of the Water or Sewer System,
condemnation awards or proceeds of insurance, except use and occupancy or business interruption
insurance, received with respect to the Water or Sewer System
(7) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement and
subsequent amendments.
(8) "Loan Application" shall mean the completed form which provides all information required
to support obtaining construction loan financial assistance.
(9) "Loan Debt Service Account" shall mean an account, or a separately identified component of
a pooled cash or liquid account, with a Depository established by the Project Sponsor for the purpose of
accumulating Monthly Loan Deposits and making Semiannual Loan Payments.
(10) "Loan Service Fee" shall mean an origination fee which shall be paid to the Department by
the Project Sponsor.
(11) "Monthly Loan Deposit" shall mean the monthly deposit to be made by the Project
Sponsor to the Loan Debt Service Account.
(12) "Operation and Maintenance Expense" shall mean the costs of operating and maintaining
the Water and Sewer Systems determined pursuant to generally accepted accounting principles, exclusive
of interest on any debt payable from Gross Revenues, depreciation, and any other items not requiring the
expenditure of cash.
(13) "Pledged Revenues" shall mean the specific revenues pledged as security for repayment of
the Loan and shall be the Development Fees and Gross Revenues derived yearly from the operation of
the Water and Sewer Systems after payment of the Operation and Maintenance Expense and the
satisfaction of all yearly payment obligations on account of the Senior Revenue Obligations and any
senior obligations issued pursuant to Section 7.02 of this Agreement.
(14) "Project" shall mean the works financed by this Loan and shall consist of furnishing all
labor, materials, and equipment to construct the water treatment project in accordance with the plans and
specifications accepted by the Department for the "Water Sewer District South County Regional Water
Treatment Plant "contract.
The Project is in agreement with the "June 2005 Collier County Potable Water Wells Facilities
Plan" and related planning documentation, effective November 3, 2005. Approval of this Project is
provided by the Florida Finding of No Significant Impact dated March 31, 2006. The Project is an
Equivalency Project as defined in Chapter 62 -552, Florida Administrative Code.
(15) "Semiannual Loan Payment" shall mean the payment due from the Project Sponsor to the
Department at six-month intervals.
(16) "Senior Revenue Obligations" shall mean the following debt obligations:
(a) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds,
Series 1999A, issued in the amount of $6,605,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended and supplemented, in particular as supplemented by Resolution No. CWS -98-4; and
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(b) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds,
Series 1999B, issued in the amount of $22,855,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended, and supplemented, in particular as supplemented by Resolution No. CWS -98-4; and
(c) Collier County Water -Sewer District, Florida, Taxable Water and Sewer Refunding Revenue
Bonds, Series 2003A, issued in the amount of $13,720,000, pursuant to Resolution No. CWS -85 -5, as
restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and
(d) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds,
Series 2003B, issued in the amount of $33,630,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and
(e) Collier County Water -Sewer District, Florida, Water and Sewer Revenue Bonds, Series
2006, issued in the amount of $110,165,000, pursuant to Resolution No. CWS -85 -5, as restated, amended,
and supplemented, in particular as supplemented by Resolution No. CWS -06 -297, and in particular as
amended by Resolution No. CWS -06 -298; and
(f) Additional bonds issued on a parity with the bonds identified above pursuant to the
provisions of Resolution No. CWS -85 -5, as restated, amended, and supplemented; and
(g) Any refunding bonds issued to refund the obligations identified above provided such bonds
shall not increase annual debt service during the repayment period of this Loan.
(17) "Sewer System" shall mean all facilities owned by the Project Sponsor for collection,
transmission, treatment and reuse of wastewater and its residuals.
(18) "System" shall mean the Water and Sewer System serving in certain unincorporated areas of
the County.
(19) "Water System" shall mean all facilities owned by the Project Sponsor for supplying and
distributing water for residential, commercial, industrial, and governmental use.
1.02. CORRELATIVE WORDS.
Words of the masculine gender shall be understood to include correlative words of the feminine
and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural and the
word "person" shall include corporations and associations, including public bodies, as well as natural
persons.
ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS.
The Project Sponsor warrants, represents and covenants that
(1) The Project Sponsor has full power and authority to enter into this Agreement and to comply
with the provisions hereof.
(2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or reorganization
proceedings and is not in default of, or otherwise subject to, any agreement or any law, administrative
regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin
it from entering into, or complying with, this Agreement.
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(3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity,
before any court or public body, pending or, to the best of the Project Sponsor's knowledge, threatened,
which seeks to restrain or enjoin the Project Sponsor from entering into or complying with this
Agreement.
(4) All permits, real property interests, and approvals required as of the date of this Agreement
have been obtained for construction and use of the Project. The Project Sponsor knows of no reason why
any future required permits or approvals are not obtainable.
(5) The Project Sponsor shall undertake the Project on its own responsibility, to the extent
permitted by law.
(6) To the extent permitted by law, the Project Sponsor shall release and hold harmless the State,
its officers, members, and employees from any claim arising in connection with the Project Sponsor's
actions or omissions in its planning, engineering, administrative, and construction activities financed by
this Loan or its operation of the Project.
(7) All Project Sponsor representations to the Department, pursuant to the Loan Application and
Agreement, were true and accurate as of the date such representations were made. The financial
information delivered by the Project Sponsor to the Department was current and correct as of the date
such information was delivered. The Project Sponsor shall comply with Chapter 62 -552, Florida
Administrative Code, and all applicable State and Federal laws, rules, and regulations which are
identified in the Loan Application or Agreement. Minority and Women's Business Enterprise goals as
stated in the plans and specifications apply to this Project. To the extent that any assurance,
^` representation, or covenant requires a future action, the Project Sponsor shall take such action as is
necessary for compliance.
(8) The Project Sponsor shall maintain records using generally accepted accounting principles
established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the
Project Sponsor shall keep accounts of the Water and Sewer Systems separate from all other accounts
and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Water and
Sewer Systems, and of the Pledged Revenues, Loan disbursement receipts, and Loan Debt Service
Account.
(9) Each year, beginning three months before the first Semiannual Loan Payment and ending
with the year during which the final Loan repayment is made, the Project Sponsor's Authorized
Representative or its chief financial officer shall submit, pursuant to the schedule established in
Section 10.07, a certification that: (a) Pledged Revenue collections satisfy the rate coverage requirement;
(b) the Loan Debt Service Account contains the funds required; and (c) insurance in effect for the
facilities generating the Pledged Revenues adequately covers the customary risks to the extent that such
insurance is available.
(10) Pursuant to Section 216.347 of the Florida Statutes, the Project Sponsor shall not use the
Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency.
(11) The Project Sponsor agrees to construct the Project in accordance with the Project
schedule. Delays incident to strikes, riots, acts of God, and other events beyond the reasonable control of
the Project Sponsor are excepted. If for any reason construction is not completed as scheduled, there
�. shall be no resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit.
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(12) The Project Sponsor covenants that this Agreement is entered into for the purpose of
constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The
Project Sponsor covenants that it will, under all conditions, complete and operate the Project to fulfill the
public need.
2.02. LEGAL AUTHORIZATION.
Upon signing this Agreement, the Project Sponsor's legal counsel hereby expresses the opinion,
subject to laws affecting the rights of creditors generally, that:
(1) This Agreement has been duly authorized by the Project Sponsor and shall constitute a valid
and legal obligation of the Project Sponsor enforceable in accordance with its terms upon execution by
both parties; and
(2) This Agreement specifies the revenues pledged for repayment of the Loan, and the pledge is
valid and enforceable.
2.03. AUDIT AND MONITORING REQUIREMENTS.
The Project Sponsor agrees to the following audit and monitoring requirements.
(1) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the
Following.
Federal
State
Program
Federal
CFDA
Funding
Appropriation
Number
Agency
Number
CFDA Title
Amount
Category
FS984522 -060
EPA
66.468
Capitalization Grants for Drinking
$8,000,000
140129
Water State Revolving Fund
(2) Audits.
(a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in its
fiscal year, the Project Sponsor must have a single or program - specific audit conducted in accordance
with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this Agreement indicates
that Federal funds are awarded through the Department by this Agreement. In determining the Federal
awards expended in its fiscal year, the Project Sponsor shall consider all sources of Federal awards,
including Federal resources received from the Department. The determination of amounts of F ede:al
awards expended should be in accordance with the guidelines established by OMB Circular A -133, as
revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with the
provisions of OMB Circular A -133, as revised, will meet the requirements of this part
(b) In connection with the audit requirements addressed in the preceding paragraph (a), the
Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C
of OMB Circular A -133, as revised.
(c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year, an
audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. In
the event that the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year and
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elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised,
the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid
from Project Sponsor resources obtained from other than Federal entities).
(d) The Project Sponsor may access information regarding the Catalog of Federal Domestic
Assistance (CFDA) via the internet at http: / /aspe.os.dhhs. ov /cfda.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133,
as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by
Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each
of the following:
(i) The Department at each of the following addresses:
Don W. Berryhill, P.E., Chief
Bureau of Water Facilities Funding
Florida Department of Environmental Protection
2600 Blair Stone Road, MS 3505
Tallahassee, Florida 32399 -2400
Joe Aita, Audit Director
Office of the Inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS41
Tallahassee, Florida 32399 -3123
(ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the
number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised,
should be submitted to the Federal Audit Clearinghouse), at the following address:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10a' Street
Jeffersonville, IN 47132
(iii) Other Federal agencies and pass - through entities in accordance with Sections .320(e) and
(f), OMB Circular A -133, as revised_
(b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall
submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as revised,
and any management letters issued by the auditor, to the Department at the two addresses listed under
Subsection 2.03(3)(a) of this Agreement
(c) Any reports, management letters, or other information required to be submitted to the
Department pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A-
133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit
organizations), Rules of the Auditor General, as applicable.
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(d) Project Sponsors, when submitting financial reporting packages to the Department for audits
done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities) or
10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the Project Sponsor in correspondence accompanying the
reporting package.
(4) Project- Specific Audit.
Within 12 months after the amendment establishing final Project costs, the Project Sponsor shall
submit to the Department a Project - specific audit report for the Loan related revenues and expenditures.
The audit shall address Loan disbursements received, Project expenditures, and compliance with Loan
Agreement covenants. The Project Sponsor shall cause the auditor to notify the Department immediately
if anything comes to the auditor's attention during the examination of records that would constitute a
default under the Loan Agreement. The audit findings shall set aside or question any costs that are
unallowable under Chapter 62 -552, Florida Administrative Code. A final determination of whether such
costs are allowed shall be made by the Department.
(5) Record Retention.
The Project Sponsor shall retain sufficient records demonstrating its compliance with the terms
of this Agreement for a period of three years from the date the audit report is issued, and shall allow the
Department, or its designee, Chief Financial Officer, or Auditor General access to such records upon
request. The Project Sponsor shall ensure that audit working papers are made available to the
Department, or its designee, Chief Financial Officer, or Auditor General upon request for a period of
three years from the date the audit report is issued, unless extended in writing by the Department.
(6) Monitoring.
In addition to reviews of audits conducted in accordance with OMB Circular A -133, as revised
(see audit requirements above), monitoring procedures may include, but not be limited to, on -site visits
by Department staff, limited scope audits as defined by OMB Circular A -133, as revised, and/or other
procedures. By entering into this Agreement, the Project Sponsor agrees to comply and cooperate with
any monitoring procedures /processes deemed appropriate by the Department. In the event the
Department determines that a limited scope audit of the Project Sponsor is appropriate, the Project
Sponsor agrees to comply with any additional instructions provided by the Department to the Project
Sponsor regarding such audit. The Project Sponsor further agrees to comply and cooperate with any
inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer or
Auditor General.
ARTICLE III - LOAN REPAYMENT ACCOUNT
3.01. LOAN DEBT SERVICE ACCOUNT.
The Project Sponsor shall establish a Loan Debt Service Account with a Depository and begin
making Monthly Loan Deposits no later than the date set forth for such action in Section 10.07 of this
Agreement.
Beginning six months prior to each Semiannual Loan Payment, the Project Sponsor shall make
six Monthly Loan Deposits. The first five deposits each shall be at least equal to one -sixth of the
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�i
Semiannual Loan Payment. The sixth Monthly Loan Deposit shall be at least equal to the amount
required to make the total on deposit in the Loan Debt Service Account equal to the Semiannual Loan
Payment amount, taking into consideration investment earnings credited to the account pursuant to
Section 3.02.
Any month in which the Project Sponsor-fails to make a required Monthly Loan Deposit, the
Project Sponsor's chief financial officer shall notify the Department of such failure. In addition, the
Project Sponsor agrees to budget, by amendment if necessary, payment to the Department from other
legally available non -ad valorem funds all sums becoming due before the same become delinquent. This
requirement shall not be construed to give superiority to the Department's claim on any revenues over
prior claims of general creditors of the Project Sponsor, nor shall it be construed to give the Department
the power to require the Project Sponsor to levy and collect any revenues other than Pledged Revenues.
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS.
Moneys on deposit in the Loan Debt Service Account shall be invested pursuant to the laws of
the State of Florida. Such moneys may be pooled for investment purposes. The maturity or redemption
date of investments shall be not later than the date upon which such moneys may be needed to make
Semiannual Loan Payments. The investment earnings shall be credited to the Loan Debt Service
Account and applied toward the Monthly Loan Deposit requirements.
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS.
The withdrawal of moneys from the Loan Debt Service Account shall be for the sole purpose of
making the Semiannual Loan Payment or for discharging the Project Sponsor's obligations pursuant to
Section 8.01.
3.04. ASSETS HELD IN TRUST.
The assets in all accounts created under this Loan Agreement shall be held in trust for the
purposes provided herein and used only for the purposes and in the manner prescribed in this Agreement;
and, pending such use, said assets shall be subject to a lien and charge in favor of the Department.
ARTICLE IV - PROJECT INFORMATION
4.01. PROJECT CHANGES.
Project changes prior to bid opening shall be made by addendum to plans and specifications.
Changes after bid opening shall be made by change order. The Project Sponsor shall submit all addenda
and all change orders to the Department for an eligibility determination. After execution of all
construction, equipment and materials contracts, the Project contingency maybe reduced_
4.02. TITLE TO PROJECT SITE.
The Project Sponsor shall have an interest in real property sufficient for the construction and
location of the Project free and clear of liens and encumbrances which would impair the usefulness of
such sites for the intended use.
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The Project Sponsor shall have obtained, prior to the Department's authorization to award
construction contracts, all permits and approvals required for construction of the Project or portion of the
Project funded under this Agreement.
4.04. ENGINEERING SERVICES.
A professional engineer, registered in the State of Florida, shall be employed by, or under
contract with, the Project Sponsor to oversee construction.
4.05. PROHIBITION AGAINST ENCUMBRANCES.
The Project Sponsor is prohibited from selling, leasing, or disposing of any part of the Water or
Sewer System which would materially reduce operational integrity or Gross Revenues so long as this
Agreement, including any amendments thereto, is in effect unless the written consent of the Department
is first secured.
4.06. COMPLETION MONEYS.
In addition to the proceeds of this Loan, the Project Sponsor covenants that it has obtained, or
will obtain, sufficient moneys from other sources to complete construction and place the Project in
operation on, or prior to, the date specified in Article X. Failure of the Department to approve additional
financing shall not constitute a waiver of the Project Sponsor's covenants to complete and place the
Project in operation.
4.07. CLOSE -OUT.
The Department shall conduct a final inspection of the Project and Project records. Following
the inspection, deadlines for submitting additional disbursement requests, if any, shall be established,
along with deadlines for uncompleted Loan requirements, if any. Deadlines shall be incorporated into
the Loan Agreement by amendment. The Loan principal shall be reduced by any excess over the amount
required to pay all approved costs. As a result of such adjustment, the Semiannual Loan Payment shall
be reduced accordingly, as addressed in Section 10.05.
4.08. LOAN DISBURSEMENTS.
Disbursements shall be made only by the State Chief Financial Officer and only when the
requests for such disbursements are accompanied by a Department certification that such withdrawals are
proper expenditures. Disbursements shall be made directly to the Project Sponsor for engineering and
administrative allowances, and reimbursement of the incurred construction costs and related services.
Disbursement of the allowances shall be made upon the Department's receipt of a disbursement request
form. Disbursements for materials, labor, or services shall be made upon receipt of the following:
(1) A completed disbursement request form signed by the Authorized Representative. Such
requests must be accompanied by sufficiently itemized summaries of the materials, labor, or services to
identify the nature of the work performed; the cost or charges for such work; and the person providing
the service or performing the work.
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(2) A certification signed by the Authorized Representative as to the current estimated costs of
the Project; that the materials, labor, or services represented by the invoice have been satisfactorily
purchased, performed, or received and applied to the project; that all funds received to date have been
applied toward completing the Project; and that under the terms and provisions of the contracts, the
Project Sponsor is required to make such payments.
(3) A certification by the engineer responsible for overseeing construction stating that
equipment, materials, labor and services represented by the construction invoices have been satisfactorily
purchased, or received, and applied to the Project in accordance with construction contract documents;
stating that payment is in accordance with construction contract provisions; stating that construction, up
to the point of the requisition, is in compliance with the contract documents; and identifying all additions
or deletions to the Project which have altered the Project's performance standards, scope, or purpose
since the issue of the Department construction permit.
(4) Such other certificates or documents by engineers, attorneys, accountants, contractors, or
suppliers as may reasonably be required by the Department.
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
5.01. RATE COVERAGE.
The Project Sponsor shall maintain rates and charges for the services furnished by the Water and
Sewer Systems which together with Development Fees, will be sufficient to provide, in each Fiscal Year,
Pledged Revenues equal to or exceeding 1.15 times the sum of the Semiannual Loan Payments due in
such Fiscal Year. In addition, the Project Sponsor shall satisfy the coverage requirements of all senior
and parity debt obligations.
5.02. NO FREE SERVICE.
The Project Sponsor shall not permit connections to, or furnish any services afforded by, the
Water or Sewer System without making a charge therefor based on the Project Sponsor's uniform
schedule of rates, fees, and charges.
5.03. MANDATORY CONNECTIONS.
The Project Sponsor shall adopt, as necessary, and enforce requirements, consistent with
applicable laws, for the owner, tenant or occupant of each building located on a lot or parcel of land
which is served, or may reasonably be served, by the Sewer System to connect such building to the Sewer
System.
5.04. NO COMPETING SERVICE.
The Project Sponsor shall not allow any person to provide any services which would compete
with the Water or Sewer System so as to adversely affect Gross Revenues.
5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
The Project Sponsor shall operate and maintain the Water and Sewer Systems in a proper, sound
n and economical manner and shall make all necessary repairs, renewals and replacements.
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5.06. ADDITIONS AND MODIFICATIONS.
The Project Sponsor may make any additions, modifications or improvements to the Water and
Sewer Systems which it deems desirable and which do not materially reduce the operational integrity of
any part of the Water or Sewer System. All such renewals, replacements, additions, modifications and
improvements shall become part of the Water and Sewer Systems.
5.07. COLLECTION OF REVENUES.
The Project Sponsor shall use its best efforts to collect all rates, fees and other charges due to it.
The Project Sponsor shall establish liens on premises served by the Water or Sewer System for the
amount of all delinquent rates, fees and other charges where such action is permitted by law. The Project
Sponsor shall, to the full extent permitted by law, cause to discontinue the services of the Water and
Sewer Systems and use its best efforts to shut off water service furnished to persons who are delinquent
beyond customary grace periods in the payment of Water and Sewer System rates, fees and other charges.
ARTICLE VI - DEFAULTS AND REMEDIES
6.01. EVENTS OF DEFAULT.
Each of the following events is hereby declared an event of default:
(1) Failure to make any Monthly Loan Deposit or to make any installment of the Semiannual
Loan Payment when it is due and such failure shall continue for a period of 30 days.
(2) Except as provided in Subsections 6.01(1) and 6.01(7), failure to comply with the provisions
of this Agreement or failure in the performance or observance of any of the covenants or actions required
by this Agreement and such failure shall continue for a period of 60 days after written notice thereof to
the Project Sponsor by the Department.
(3) Any warranty, representation or other statement by, or on behalf of, the Project Sponsor
contained in this Agreement or in any information furnished in compliance with, or in reference to, this
Agreement, which is false or misleading.
(4) An order or decree entered, with the acquiescence of the Project Sponsor, appointing a
receiver of any part of the Water or Sewer System or Gross Revenues thereof; or if such order or decree,
having been entered without the consent or acquiescence of the Project Sponsor, shall not be vacated or
discharged or staved on appeal within 60 days after the entry thereof.
(5) Any proceeding instituted, with the acquiescence of the Project Sponsor, for the purpose of
effecting a composition between the Project Sponsor and its creditors or for the purpose of adjusting the
claims of such creditors, pursuant to any federal or stare statute now or hereafter enacted, if the claims of
such creditors are payable from Gross Revenues of the Water or Sewer System.
(6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the Project
Sponsor under federal or state bankruptcy or insolvency law now or hereafter in effect and, if instituted
against the Project Sponsor, is not dismissed within 60 days after filing.
(7) Failure of the Project Sponsor to give immediate written notice of default to the Department
and such failure shall continue for a period of 30 days.
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6.02. REMEDIES.
Upon any event of default and subject to the rights of others having prior liens on the Pledged
Revenues, the Department may enforce its rights by any of the following remedies:
(1) By mandamus or other proceeding at law or in equity, cause to establish rates and collect
fees and charges for use of the Water and Sewer Systems, and to require the Project Sponsor to fulfill
this Agreement.
(2) By action or suit in equity, require the Project Sponsor to account for all moneys received
from the Department or from the ownership of the Water and Sewer Systems and to account for the
receipt, use, application, or disposition of the Pledged Revenues.
(3) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation
of the rights of the Department.
(4) By applying to a court of competent jurisdiction, cause to appoint a receiver to manage the
Water and Sewer Systems, establish and collect fees and charges, and apply the revenues to the reduction
of the obligations under this Agreement.
(5) By certifying to the Auditor General and the Chief Financial Officer delinquency on loan
repayments, the Department may intercept the delinquent amount plus six percent, expressed as an
annual interest rate, penalty of the amount due to the Department from any unobligated funds due to the
Project Sponsor under any revenue or tax sharing fund established by the State, except as otherwise
provided by the State Constitution. Penalty interest shall accrue on any amount due and payable
beginning on the 30th day following the date upon which payment is due.
(6) By notifying financial market credit rating agencies and potential creditors.
(7) By suing for payment of amounts due, or becoming due, with interest on overdue payments
together with all costs of collection, including attorneys' fees.
(8) By accelerating the repayment schedule or increasing the interest rate on the unpaid
principal of the Loan to as much as 1.667 times the Loan interest rate for a default under
Subsection 6.01(1).
6.03. DELAY AND WAIVER.
No delay or omission by the Department to exercise any right or power accruing upon event of
default shall impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised as often as may be deemed
expedient_ No waiver or any default under this Agreement shall extend to or affect any subsequent event
of default, whether of the same or different provision of this Agreement, or shall impair consequent
rights or remedies.
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ARTICLE VII - THE PLEDGED REVENUES
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT.
From and after the effective date of this Agreement, the Department shall have a lien on the
Pledged Revenues, which along with any other Department State Revolving Fund liens on the Pledged
Revenues, will be prior and superior to any other lien, pledge or assignment with the following
exception. All obligations of the Local Government under this Agreement shall be junior, inferior, and
subordinate in all respects in right of payment and security to the Senior Revenue Obligations defined in
Section 1.01 of this Agreement and to any additional senior obligations issued with the Department's
consent pursuant to Section 7.02. Any of the Pledged Revenues may be released from the lien on such
Pledged Revenues in favor of the Department if the Department makes a determination, based upon facts
deemed sufficient by the Department, that the remaining Pledged Revenues will, in each Fiscal Year,
equal or exceed 1.15 times the debt service coming due in each Fiscal Year under the terms of this
Agreement.
7.02. ADDITIONAL DEBT OBLIGATIONS.
The Project Sponsor may issue additional debt obligations on a parity with, or senior to, the lien
of the Department on the Pledged Revenues provided the Department's written consent is obtained. Such
consent shall be granted if the Project Sponsor demonstrates at the time of such issuance that the Pledged
Revenues, which may take into account reasonable projections of growth of the Water and Sewer
Systems and revenue increases, plus revenues to be pledged to the additional proposed debt obligations
will, during the period of time Semiannual Loan Payments are to be made under this Agreement, equal or
exceed 1.15 times the annual combined debt service requirements of this Agreement and the obligations
proposed to be issued by the Project Sponsor and will satisfy the coverage requirements of all other debt
obligations secured by the Pledged Revenues. However, no such consent is required with respect to
issuance of Senior Revenue Obligations as defined in Section 1.01.
ARTICLE VIII - GENERAL PROVISIONS
8.01. DISCHARGE OF OBLIGATIONS.
All payments required to be made under this Agreement shall be cumulative and any deficiencies
in any Fiscal Year shall be added to the payments due in the succeeding year and all years thereafter until
fully paid. Payments shall continue to be secured by this Agreement until all of the payments required
shall be fully paid to the Department. If at any time the Project Sponsor shall have paid, or shall have
made provision for the timely payment o£ the entire principal amount of the Loan and interest the
pledge of, and lien on, the Pledged Revenues to the Department shall be no longer in effect. Deposit of
sufficient cash, securities, or investments, authorized by law from time to time, may be made to effect
defeasance of this Loan. However, the deposit shall be made in irrevocable trust with a banking
institution or trust company for the sole benefit of the Department. There shall be no penalty imposed by
the Department for early retirement of this Loan.
8.02. PROJECT RECORDS AND STATEMENTS.
Books, records, reports, engineering documents, contract documents, and papers shall be
available to the authorized representatives of the Department and the U.S. Environmental Protection n
Agency's Inspector General for inspection at any reasonable time after the Project Sponsor has received a
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disbursement and until three years after the date that the Project - specific audit report, required under
Subsection 2.03(4), is issued.
8.03. ACCESS TO PROJECT SITE.
The Project Sponsor shall provide access to Project sites and administrative offices to authorized
representatives of the Department at any reasonable time. The Project Sponsor shall cause its engineers
and contractors to cooperate during Project inspections, including making available working copies of
plans and specifications and supplementary materials.
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
The Department may assign any part of its rights under this Agreement after notification to the
Project Sponsor. The Project Sponsor shall not assign rights created by this Agreement without the
written consent of the Department.
8.05. AMENDMENT OF AGREEMENT.
This Agreement may be amended in writing, except that no amendment shall be permitted which
is inconsistent with statutes, rules, regulations, executive orders, or written agreements between the
Department and the U.S. Environmental Protection Agency. This Agreement may be amended after all
construction contracts are executed to re- establish the Project cost, Loan amount, Project schedule, and
Semiannual Loan Payment amount A final amendment establishing the final Project costs shall be
completed after the Department's final inspection of the Project records.
8.06. ANNULMENT OF AGREEMENT.
The Department may unilaterally annul this Agreement if the Project Sponsor has not drawn any
of the Loan proceeds by the date set in Section 10.07 for establishing the Loan Debt Service Account. If
the Department unilaterally annuls this Agreement, the Department will provide written notification to
the Project Sponsor.
8.07. SEVERABILiTY CLAUSE.
If any provision of this Agreement shall be held invalid or unenforceable, the remaining
provisions shall be construed and enforced as if such invalid or unenforceable provision had not been
contained herein.
ARTICLE , - COIFS T RuC i ORT CONTRACTS AND INSURANI C-E
9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS.
The following documentation is required to receive the Department's authorization to award
construction contracts:
(1) Proof of advertising.
(2) Award recommendation, bid proposal, and bid tabulation (certified by the responsible
engineer).
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(3) Certification of compliance with the conditions of the Department's approval of
competitively or non - competitively negotiated procurement, if applicable.
(4) Certification by the Authorized Representative that affirmative steps were taken to
encourage Minority and Women's Business Enterprises participation in Project construction.
(5) Current certifications for Minority and Women's Business Enterprises participating in the
contract. If the goals as stated in the plans and specifications are not met, documentation of actions taken
shall be submitted.
9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS.
After the Department's authorization to award construction contracts has been received, the
Project Sponsor shall submit:
(1) Contractor insurance certifications,
(2) Certified copy of the Project Sponsor's tentative award resolution.
(3) Notices to proceed with construction.
9.03. INSURANCE REQUIRED.
The Project Sponsor shall cause the Project, as each part thereof is certified by the engineer
responsible for overseeing construction as completed, and the Water and Sewer Systems (hereafter
referred to as "Revenue Producing Facilities ") to be insured by an insurance company or companies
licensed to do business in the State of Florida against such damage and destruction risks as are customary
for the operation of Revenue Producing Facilities of like size, type and location to the extent such
insurance is obtainable from time to time against any one or more of such risks.
The proceeds of insurance policies received as a result of damage to, or destruction of, the
Project or the other Revenue Producing Facilities, shall be used to restore or replace damaged portions of
the facilities. If such proceeds are insufficient, the Project Sponsor shall provide additional funds to
restore or replace the damaged portions of the facilities. Repair, construction or replacement shall be
promptly completed.
ARTICLE X - DETAILS OF FINANCING
10 V 1. PRINCIPAL AMOUNT OF LOAN.
The estimated principal amount of the Loan is $8,048,000 which consists of $8,000,000 to be
disbursed to the Project Sponsor and 548,000 of Capitalized Interest.
Capitalized interest is not disbursed to the Project Sponsor; but is amortized via periodic loan
repayments to the Department as if it were actually disbursed. Capitalized interest is computed at the
interest rate; or rates, set for the Loan. It accrues and is compounded annually from the time when
disbursements are made until six months before the first Semiannual Loan Payment is due. Capitalized-
Interest is estimated prior to establishing the schedule of actual disbursements.
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This project is a Segmented Project. Additional State Revolving Fund financing for the Project
is dependent upon the availability of additional funds. The current funding limitations and future funding
priority entitlement for Segmented Projects are set forth in the Chapter 62 -552 of the Florida
Administrative Code.
10.02. LOAN SERVICE FEE.
The Loan Service Fee is $160,000 for the Loan amount authorized to date. The fee represents
two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $8,000,000. An
additional Loan Service Fee amount will be assessed for any additional funding provided by amendment
to this Agreement. The fee shall be adjusted downward if adjustment of Project costs results in a Loan
decrease, provided that the decrease amendment is executed before the first Semiannual Loan Payment
due date.
Interest shall accrue on the Loan Service Fee at the rate, or rates, set for the Loan until the fee is
paid. Loan Service Fee interest shall be compounded annually from the effective date of the Loan until
six months before the first Semiannual Loan Payment is due at which time it is capitalized. The
estimated Loan Service Fee capitalized interest is $1,920.
10.03. INTEREST RATE.
The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01 is
2.64 percent per annum; however, if this Agreement is not executed by the Project Sponsor and returned
to the Department before October 1, 2007, the interest rate may be adjusted. A separate interest rate shall
^ be established for any additional funds provided by amendment to this Agreement.
10.04. LOAN TERM.
The Loan shall be repaid in 40 Semiannual Loan Payments.
10.05. REPAYMENT SCHEDULE.
The Semiannual Loan Payment shall be computed based upon the principal amount of the Loan
plus the Loan Service Fee and Loan Service Fee capitalized interest and the principle of level debt
service. The Department will deduct the Loan Service Fee and all associated interest from the first two
payments. The Semiannual Loan Payment amount may be adjusted, by amendment of this Agreement,
based upon revised information. After the final disbursement of Loan proceeds, the Semiannual Loan
Payment shall be based upon the actual Project costs and actual dates and amounts of disbursements,
taking into consideration any previous payments. Actual Project costs shaD be established after the
Department's inspection of the completed Project and associated records.
Each Semiannual Loan Payment shall be in the amount of 5265,501 until the payment amount is
adjusted by amendment. The interest portion of each Semiannual Loan Payment shall be computed on
the unpaid balance of the principal amount of the Loan, including Capitalized Interest. Interest also shall
be computed on the unpaid balance of the Loan Service Fee and Loan Sen-ice Fee capitalized interest.
Interest shall be computed as of the due date of each Semiannual Loan Payment.
Semiannual Loan Payments shall be received by the Department beginning on August 15, 2008
and semiannually thereafter on February 15 and August 15 of each year until all amounts due hereunder
have been fully paid. Funds transfer shall be made by electronic means.
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The Semiannual Loan Payment amount is based on the total amount owed of $8,209,920, which
consists of the Loan principal plus the Loan Service Fee with its capitalized interest.
10.06. PROJECT COSTS.
The Project Sponsor and the Department acknowledge that the actual Project costs have not been
determined as of the effective date of this Agreement. Project cost adjustments may be made as a result
of mutually agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates
and amounts of Loan disbursements. If the Project Sponsor receives other governmental financial
assistance for this Project, the costs funded by such other governmental assistance will not be financed
by this Loan. The Department shall establish the final costs after its final inspection of the Project
records. Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a
Department audit. The Project Sponsor agrees to the following estimates of Project costs:
PROJECT COSTS
10.07. SCHEDULE.
The Project Sponsor agrees by execution hereof:
(1) Completion of Project construction is scheduled for February 15, 2008.
(2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin
no later than February 15, 2008.
(3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be
due May 15, 2008. Thereafter the certification shall be submitted no later than September 30 of each
year until the final Semiannual Loan Payment is made.
(4) The fire Semiannual Loan Payment in the amount of $265,501 shall be due
August 15, 2008.
10.08. SPECIAL CONDITION.
As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007
federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement,
the funds must be under contract before January 31, 2008. However, no disbursements may be made for
this award until the state's allocation from EPA has been received. The Department will notify
the Local Government when funding is available.
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AUTHORIZED LOAN
CATEGORY
COST($)
AMOUNT($) TO DATE
Administrative Allowance
152,447
Line items
Engineering Allowance
1,524,474
may vary
Construction and Demolition
24,198,000
based on
Contingencies
1,209,900
actual
Technical Services After Bid Opening
3,656,000
disbursements
SUBTOTAL(Disbursable Amount)
30,740,821
8,000,000
Capitalized Interest
48,000
48,000
TOTAL (Loan Principal Amount)
30,788,821
8,048,000
10.07. SCHEDULE.
The Project Sponsor agrees by execution hereof:
(1) Completion of Project construction is scheduled for February 15, 2008.
(2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin
no later than February 15, 2008.
(3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be
due May 15, 2008. Thereafter the certification shall be submitted no later than September 30 of each
year until the final Semiannual Loan Payment is made.
(4) The fire Semiannual Loan Payment in the amount of $265,501 shall be due
August 15, 2008.
10.08. SPECIAL CONDITION.
As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007
federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement,
the funds must be under contract before January 31, 2008. However, no disbursements may be made for
this award until the state's allocation from EPA has been received. The Department will notify
the Local Government when funding is available.
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6/25/2013 11. B.
ARTICLE XI EXECUTION OF AGREEMENT
This Loan Agreement DWI I 11 030 shall be executed in three or more counterparts, any of
which shall be regarded as an original and all of which constitute but one and the same instrument.
IN WITNESS WHEREOF, the Department has caused this Agreement to be executed on its
behalf by the Deputy Director and the Project Sponsor has caused this Agreement to be executed on its
behalf by its Authorized Representative and by its affixed seal. The effective date of this Agreement
shall be as set forth below by the Deputy Director.
for
ATTS ,
DWI L BRM 0
to - Chairw
s t` dtsir a on j r
STATE OF FLORIDA
COUNTY OF COLLIER
I attest to the opinion expressed in Section 2.03, entitled
Legal Authorization, and as to form and correctness.
County Attorney
Sworn to and subscribed before me this day of w , 2007, by
who is personally known to me / [] provided the following
identification:
'( P4t�,
Kathryn
*.� * KathhrynM Nell
co mio n JDD351 828
IAA
Expires Seplem(ter 29, 2uuo
aF e•ea eIM/ ft* .WMN" •.as W'%0 7"
for
/2(
STATE OF FLORIDA
DEPAR N-T OF EIN171RONIN ETN TAL PROTECTION
AUG i V Z057
Deputy Director Date
Division of Water Resource Management
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6/25/2013 11. B.
DRINKING WATER STATE REVOLVING FUND
AMENDMENT I TO LOAN AGREEMENT DWI 111 030
COLLIER COUNTY
f
This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL
PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local
government agency under the laws of the State of Florida.
WITNESSETH:
WHEREAS, the Department and the Project Sponsor entered into a Drinking Water State Revolving
Fund Loan Agreement, Number DWI l 11 030, authorizing a Loan amount of $8,000,000, excluding
Capitalized Interest; and
WHEREAS, the Project Sponsor is entitled to additional financing of $3,200,000, excluding Caapitalized
Interest; and
WHEREAS, an interest rate must be established for the additional financing amount awarded in this
amendment; and
WHEREAS, a Loan Service Fee must be assessed for the additional financing; and
WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan
amount; and
WHEREAS, the Project costs need adjustment to reflect revised estimates; and
Vti'HEREAS, revised provisions for audit and monitoring* are needed.
NOW. THEREFORE, the parties hereto agree as follows:
1. Subsections 2.03(1), (2)(d), and (3)(a)(i) are deleted and replaced as follows:
(1) The financial assistance authorized pursuant to this Loan Agreement consists ofthe
followin_:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the
Followins:
Federal
State
Program
Federal
CFDA
Funding
Appropriation
Number
Agenc •
Number
CFDA Title
Amount
Category
FS9S4522 -080
EPA
66.168
Capitalization Grants for Drinking
$11,200,000
140129
Water State Revolving Fund
(2) Audits.
(d) The Project Sponsor may access information regarding the Catalog of Federal Domestic
Assistance (CFDA) via the internet at httn: / /NN,�,vw.cfdLggyl.
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6/25/2013 11. B.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133,
as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by
Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each
of the following:
(i) The Department at each of the following addresses:
Robert E. Holmden, P.E., Chief
Bureau of Water Facilities Funding
Florida Department of Environmental Protection
2600 Blair Stone Road, MS 3505
Tallahassee, Florida 32399 -2400
Joe Aita, Audit Director
Office of the inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS 41
Tallahassee, Florida 32399 -3123
2. Additional financing in the amount of $3,200,000, excluding Capitalized Interest, is hereby
awarded to the Project Sponsor.
3. An interest rate of 2.79 percent per annum is established for the additional financing amount
awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and
returned to the Department before October 1, 2008, the interest rate may be adjusted.
4. The estimated principal amount of the Loan is hereby revised to $11,252,700, which consists
of $11,200,000 authorized for disbursement to the Project Sponsor and $52,700 of Capitalized Interest.
This total consists of the following:
(a) Original Agreement of $8,052,700; including $8,000,000 authorized for disbursement to the
Project Sponsor and $52,700 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and
(b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an
interest rate of 2.79 percent per annum.
The estimated principal does not reflect payments received to date.
5. An additional Loan Service Fee in the amount of $64,000, for a total of S224,000, is hereby
assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two
percent ofS11,200,000. Estimated Loan Service Fee capitalized interest for the fee amount assessed to
date is $2.110.
6. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of
$372,685. Such payments shall be received by the Department on Febmary 15, 2009 and semiannually
thereafter on August 15 and February 15 of each year until all amounts due hereunder have been fully
paid. Until this Agreement is Further amended, each Semiannual Loan Payment will be proportionally
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6/25/2013 11. B.
applied, after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on
each incremental Loan amount at the date such payment is due.
7. The Project Sponsor and the Department acknowledge that the actual cost of the Project has
not been determined. Project cost adjustments may be made as a result of mutually agreed upon Project
changes. Capitalized Interest will be recalculated based on actual dates and amounts of Loan
disbursements. If the Project Sponsor receives other governmental financial assistance for this Project,
the costs funded by such aflter governmental assistance will not be financed by this Loan. The
Department shall establish the final Project costs after its final inspection of the Project records.
Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Department
audit.
Funds disbursed in accordance with Section 4,08 of this Agreement shall be disbursed in the
order in which they have been obligated without respect to budgetary line item estimates. All
disbursements shall be made from the original Loan amount until that amount has been disbursed; the
interest rate established for the original Loan amount shall apply to such disbursements for the purpose of
determining, the associated Capitalized Interest and repayment amount. The interest rate established for
any additional increment of Loan financing shall be used to determine the Capitalized Interest and
repayment amount associated with the funds disbursed from that increment.
The estimated Project costs are revised as follows:
AUTHORIZED LOAN
CATEGORY
COST($)
AMOUNT(S) TO
DATE;
Administrative Allowance
152,447
Line items
Engineering Allowance
1,524,474
may vary
Construction and Demolition
24,198,000
based on
Contingencies
1,209,900
acmal
Technical Services After Rid Opening
3,656,000
i-lisbur•senrents
SUBTOTAL.
30,740,821
1 1.200,000
Capitalized Interest
52,700
52,700
TOTAL (Loan Principal Amount)
30,79;,521
11,252,700
8. Section 10.08 SPECIAL CONDITION is deleted and replaced as follows:
As of the date of this agreement/amendment, the Department has not received its fiscal year
2007 -08 federal capitalization grant from EPA. This financial assistance award has been prepared in the
amount authorized at the April 24, 2008 priority list management hearing. Disbursements are limited to
$750,000 until the state's allocation from EPA has been received. The Department will notify you when
the balance of the award is available.
9. All other terms and provisions of the Loan Agreement shall remain in effect.
REMAINDER OF PAGE fNTENTIONALLY LEFT BLANK
Packet Page -268-
140"N.
A'�\
6/25/2013 1 1. B.
This Amendment l to Loan Agreement DWI 11 l 030 shall be executed in three or more counterparts, any
of which shall be regarded as an original and all of which constitute but one and the same instrument.
IN WITINTESS WHEREOF, the Department has caused this amendment to the Loan Agreement to be
executed on its behalf by the Deputy Director and the Project Sponsor has caused this amendment to be
executed on its behalf by its Authorized Representative and by its affixed seal, The effective date of this
amendment shall be as set forth below by the Deputy Director.
for
CO ER CO TY
Chairman, Board of County Commissio rs
Attes
twt
4 a
SEAL 0#11 �ft
for
I attest that this amendment complies with
Section 2.02 of the Agreement and as to form
and correctness.
I CL
QA,tjt ,County Alto iey
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Z. SEP 1 s 2008
Deputy Director Date
Division of Water Resource Management
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ff
6/25/2013 11. B.
DRINKING WATER STATE REVOLVING FUND
AMENDMENT 2 TO LOAN AGREEMENT DW1111 030
COLLIER COUNTY
This amendment is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project
Sponsor) existing as a local government agency under the laws of the State of Florida.
WITNESSETH:
WHEREAS, the Department and the Project Sponsor. entered into a Drinking Water State
Revolving Fund Loan Agreement, Number DW1111 030, as amended, authorizing a Loan
amount of $11,200,000, excluding Capitalized Interest; and
WHEREAS, the Project Sponsor is entitled to additional financing of $5,839,056, excluding
Capitalized Interest; and
WHEREAS, an interest rate must be established for the additional financing amount awarded
in this amendment; and
WHEREAS, a Loan Service Fee must be assessed for the additional financing; and
WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the
Loan amount; and
WHEREAS, the Project costs need adjustment to reflect revised estimates; and
WHEREAS, revised provisions for audit and monitoring are needed.
NOW, THEREFORE, the parties hereto agree as follows;
1. Section 2.03 of the Agreement, as amended, is deleted and replaced as follows:
(I) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
,yarded to the Recipient Pursuant to this Agreement Consist of
State
Funding
Appropriation
CFDA Title
Amount
Category
Capitalization Grants for
$17,039,056
140129
inking Water State Revolving
Fund
d
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rM011
6/25/2013 113.
(2) Audits.
(a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in
its fiscal year, the Project Sponsor must have a single or program - specific audit conducted in
accordance with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this
Agreement indicates that Federal funds are awarded through the Department by this
Agreement. In determining the Federal awards expended in its fiscal year, the Project Sponsor
shall consider all sources of Federal awards, including Federal resources received from the
Department of Environmental Protection. The determination of amounts of Federal awards
expended should be in accordance with the guidelines established by OMB Circular A -133, as
revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with
the provisions of OMB Circular A -133, as revised, will meet the requirements of this part.
(b) in connection with the audit requirements addressed in the preceding paragraph (a),
the Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided
in Subpart C of OMB Circular A -133, as revised.
(c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year,
an audit conducted in accordance with the provisions of OMB Circular A -233, as revised, is not
required. The Project Sponsor shall inform the Department of findings and recommendations
pertaining to the State Revolving Fund in audits conducted by the Project Sponsor in which the
$500,000 threshold has not been. met. In the event that the Project Sponsor expends less than
$500,000 in Federal awards in its fiscal year and elects to have an audit conducted in accordance
with the provisions of OMB Circular A -133, as revised, the cost of the audit must be paid from
non - Federal resources (i.e., the cost of such an audit must be paid from Project Sponsor
resources obtained from other than Federal entities).
(d) The Project Sponsor may access information regarding the Catalog of Federal
Domestic Assistance (CFDA) via the internet at www.cfda.gov( index ?cck= 1 &au = &ck =.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular
A -133, as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted,
when required by Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the
Project Sponsor directly to each of the following:
(i) The Department at the following address:
Joe Aita, Audit Director
Office of the Inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS 41
Tallahassee, Florida 32399 -3123
(ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised
(the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133,
as revised, should be submitted to the Federal Audit Clearinghouse), at the
following address:
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6/25/2013 11.B.
Federal Audit Clearinghouse
Bureau of the Census
1201 East 101h Street
Jeffersonville, IN 47132
Submissions of the Single Audit reporting package for fiscal periods ending on or
after January 1, 2008, must be submitted using the Federal Clearinghouse's Internet
Data Entry System which can be found at http: / /harvester.censusgov /fac/
(iii) Other Federal agencies and pass - through entities in accordance with Sections
.320(e) and (f), OMB Circular A -133, as revised.
(b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall
submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as
revised, and any management letters issued by the auditor, to the Department at the address
listed under Subsection 2.03(3)(x) of this Agreement.
(c) Any reports, management letters, or other information required to be submitted to
the Department pursuant to this Agreement shall be submitted timely in accordance with OMB
Circular A -133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for - profit organizations), Rules of the Auditor General, as applicable.
(d) Project Sponsors, when submitting financial reporting packages to the Department
for audits done in accordance with OMB Circular A -133, or Chapters 10.550 (local
governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor
General, should indicate the date that the reporting package was delivered to the Project
Sponsor in correspondence accompanying the reporting package.
(4) Project- Specific Audit.
Within 12 months after the amendment establishing final Project costs, the Project
Sponsor shall submit to the Department a Project-specific audit report for the Loan related
revenues and expenditures. The audit shall address Loan disbursements received, Project
expenditures, and compliance with Loan Agreement covenants. The Project Sponsor shall
cause the auditor to notify the Department immediately if anything comes to the auditor's
attention during the examination of records that would constitute a default under the Loan
Agreement. The audit findings shall set aside or question any costs that are unallowable under
Chapter 62 -503, Florida Administrative Code. A final determination of whether such costs are
allowed shall be made by the Department.
(5) Record Retention.
The Project Sponsor shall retain sufficient records demonstrating its compliance with
the terms of this Agreement for a period of five years from the date the audit report is issued,
and shall allow the Department, or its designee, Chief Financial Officer, or Auditor General
access to such records upon request. The Project Sponsor shall ensure that audit working
papers are made available to the Department, or its designee, Chief Financial Officer, or
Auditor General upon request for a period of five years from the date the audit report is issued,
unless extended in writing by the Department.
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6/25/2013 11. B.
5. The estimated principal amount of the Loan is hereby revised to $17,232,029, which
consists of $17,039,056 authorized for disbursement to the Project Sponsor and $192,973 of
Capitalized Interest. This total consists of the following.
(a) Original Agreement of $8,192,973, including $8,000,000 authorized for disbursement
to the Project Sponsor and $192,973 of Capitalized Interest, at an interest rate of 2.64 percent per
annum; and
(b) Amendment 1 of $3,200,000 authorized for disbursement to the Project Sponsor at an
interest rate of 2.79 percent per annum; and
(c) Amendment 2 of $5,839,056 authorized for disbursement to the Project Sponsor at
an interest rate of 2.71 percent per annum
The estimated principal does not reflect payments received to date.
6. An additional Loan Service Fee in the amount of $116,781, for a total of $340,781, is
hereby assessed. The fee represents two percent of the Loan amount excluding Capitalized
Interest, that is, two percent of $17,039,056. Estimated Loan Service Fee capitalized interest for
the fee amount assessed to date is $4,212:
7. The Semiannual Loan Payment amount, adjusted to account for repayments
received to date, is hereby revised and shall be in the amount of $571,145. Such payments shall
be received by the Department on February 15, 2010 and semiannually thereafter on August 15
and February 15 of each year until all amounts due hereunder have been fully paid. Until this
Agreement is further amended, each Semiannual Loan Payment will be proportionally applied,
after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on
each incremental Loan amount at the date such payment is due.
8. The Project Sponsor and the Department acknowledge that the actual cost of the
Project has not been determined. Project cost adjustments may be made as a result of mutually
agreed upon Project changes. Capitalized Interest will be recalculated based on actual dates
and amounts of Loan disbursements. If the Project Sponsor receives other governmental
financial assistance for this Project, the costs funded by such other governmental assistance will !
not be financed by this Loan. The Department shall establish the final Project costs after its !
final inspection of the Project records. Changes in Project costs may also occur as a result of the
Project Sponsor's Project audit or a Department audit.
Funds disbursed in accordance with Section 4.08 of this Agreement shall be disbursed in
the order in which they have been obligated without respect to budgetary line item estimates.
All disbursements shall be made from the original Loan amount until that amount has been
disbursed; the interest rate established for the original Loan amount shall apply to such
disbursements for the purpose of determining the associated Capitalized Interest and
repayment amount. The interest rate established for any additional increment of Loan
financing shall be used to determine the Capitalized Interest and repayment amount associated
with the funds disbursed from that increment.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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6/25/2013 11. B.
The estimated Project costs are revised as follows:
I
CATEGORY
i
COST($)
AUTHORIZED
LOAN
AMOUNT($) TO
DATE
Administrative Allowance
163,834
Line items
Engineering Allowance
1,638,342
may vary
Construction and Demolition
26,005,428
based on i
Contingencies
1,300,271
actual
Technical Services After Bid Opening
3,656,000
disbursements
SUBTOTAL
32,763,875
17,039,056 -- -.
Capitalized Interest
192,973
192,973
TOTAL (Loan Principal Amount)
32,956,848
17,232,029
All other terms and provisions of the Loan Agreement shall remain in effect
REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK
6
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6/25/2013 11. B.
This Amendment 2 to Loan Agreement DW1111030 shall be executed in three or more
counterparts, any of which shall be regarded as an original and all of which constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Department has caused this amendment to the Loan Agreement
to be executed on its behalf by the Deputy Director and the Project Sponsor has caused this
amendment to be executed on its behalf by its Authorized Representative and by its affixed
seal. The effective date of this amendment shall be as set forth below by the Deputy Director.
for
'EST
4.;t
k COMER COUNTY
2E�c
Chairman, Bbard of County Commissioners
�U ?• - .. :..... -tip..
114 �
Approved as to 'forr6 & iegai Sufficiency
Assistant County Attorney
STATE OF FLORIDA
COUNTY OF COLLIER
I attest that this amendment complies with
Section 2.02 of the Agreement.
I �-O - I Gam.
L County Attorney i
U .
9010
Sworn to and szbscribed before me this day of Tin Q 29f89; by
�C�X111i '' U)%\ 1 -tC who g is personally known to iLe / ❑ provided the
following identification:
"JMA Z EF"
MyCOMMO MIDDX7284
' PW&U for
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
f• !/` ('
Deputy Director
Division of Water Resource Management
Attachment included as part of this Agreement:
JAN 19 2010
Date
Attachment A - Certification of ApplicahiliV to Single Audit Act Reporting
7
Packet Page -275-
ATTACHMENT A
CERTIFICATION OF APPLICABILITY TO SINGLE AUDIT ACT REPORTING
Local Government's Name:
Local Government's Fiscal Year Period: FROM: TO:
Total State Financial Assistance Expended during Local Government's most recently completed
Fiscal Year: $
Total Federal Financial Assistance Expended during Local Government's most recently
completed Fiscal Year: $
Please identify grants to be included in the Single Audit that are provided by the Department of
Environmental Protection
CSFA #CFDA# DEP LOAN AGREEMENT NUMBER
CERTIFICATION STATEMENT:
I hereby certify that the above information is correct:
Name
Title
Date
DEP Project Agreement No. DWI 111 030, Attachment A, Page I of 1 _
1
Packet fft--276-
n
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
/.•V!7
COLLIER COUNTY, FLORIDA
DRINKING WATER STATE REVOLVING FUND
CONSTRUCTION LOAN AGREEMENT
DW1111 040
Florida Department of Environmental Protection
Bureau of Water Facilities Funding
• Bob Martinez Center
2600 Blair Stone Road, MS 3505
Tallahassee, Florida 32399 -2400
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6/25/2013 11. B.
6/25/2013 11. B.
DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
ARTICLE I - DEFINITIONS 1
1.01. WORDS AND TERMS. 1
1.02. CORRELATIVE WORDS. 3
ARTICLE 11 - WARRANTIES, REPRESENTATIONS AND COVENANTS 3
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS. 3
2.02. LEGAL AUTHORIZATION. 5
2.03. AUDIT AND MONITORING REQUIREMENTS. 5 .
ARTICLE III - LOAN REPAYMENT ACCOUNT 7
3.01. LOAN DEBT SERVICE ACCOUNT. 7
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS. 8
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS. 8
3.04. ASSETS HELD IN TRUST. 8
ARTICLE IV - PROJECT INFORMATION 8
4.01. PROJECT CHANGES. 8
4.02. TITLE TO PROJECT SITE. 8
4.03. PERMITS AND APPROVALS. 9
4.04. ENGINEERING SERVICES. 9
4.05. PROHIBITION AGAINST ENCUMBRANCES. 9
4.06. COMPLETION MONEYS. 9
4.07. CLOSE -OUT. 9
4.08. LOAN DISBURSEMENTS. 9
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
10
5.01. RATE COVERAGE.
10
5.02. NO FREE SERVICE.
10
5.03. MANDATORY CONNECTIONS.
10
5.04. NO COMPETING SERVICE.
10
5.05. MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
10
5.06. ADDITIONS AND MODIFICATIONS.
11
5.07. COLLECTION OF REVENUES.
11
ARTICLE VI - DEFAULTS AND REMEDIES
11
6.01. EVENTS OF DEFAULT.
11
6.02. REMEDIES.
12
6.03. DELAY AND WAIVER.
12
ARTICLE VII - THE PLEDGED REVENUES 13
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT. 13
7.02. ADDITIONAL DEBT OBLIGATIONS. 13
ARTICLE VIII - GENERAL PROVISIONS 13
8.01. DISCHARGE OF OBLIGATIONS. 13
8.02. PROJECT RECORDS AND STATEMENTS. 13
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6/25/2013 11. B.
DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT
CONTENTS PAGE
8.03. ACCESS TO PROJECT SITE.
14
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
14
8.05. AMENDMENT OF AGREEMENT.
14,
8.06. ANNULMENT OF AGREEMENT.
14
8.07. SEVERABILITY CLAUSE.
14
ARTICLE IX - CONSTRUCTION CONTRACTS AND INSURANCE 14
9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS. 14
9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS. 15
9.03. INSURANCE REQUIRED. 15
ARTICLE X - DETAILS OF FINANCING
15
10.01. PRINCIPAL AMOUNT OF LOAN.
15
10.02. LOAN SERVICE FEE.
16
10.03. INTEREST RATE.
16
10.04. LOAN TERM.
16
10.05. REPAYMENT SCHEDULE.
16
10.06. PROJECT COSTS.
17
10.07. SCHEDULE.
17
10.08. SPECIAL CONDITION.
17
ARTICLE XI - EXECUTION OF AGREEMENT 18
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DRINKING WATER STATE REVOLVING FUND
CONSTRUCTION LOAN AGREEMENT
DW1111040
THIS AGREEMENT is executed by the STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (Department) and COLLIER COUNTY, FLORIDA, (Project
Sponsor) existing as a local governmental agency under the laws of the State of Florida.
WITNESSETH:
WHEREAS, pursuant to Section 403.8532, Florida Statutes, the Department is authorized to make loans
to finance or refinance the construction of public water systems, the planning and design of which have
been reviewed by the Department; and
WHEREAS, the Project Sponsor has made application for the financing of the Project, and the
Department has determined that such Project meets all requirements for a loan.
NOW, THEREFORE, in consideration of the Department loaning money to the Project Sponsor, in the
principal amount and pursuant to the covenants hereinafter set forth, it is agreed as follows:
ARTICLE I - DEFINITIONS
1.01. WORDS AND TERMS.
Words and terms used herein shall have the meanings set forth below:
(1) "Agreement" or "Loan Agreement" shall mean this construction loan agreement.
(2) "Authorized Representative" shall mean the official of the Project Sponsor authorized by
ordinance or resolution to sign documents associated with the Loan.
(3) "Capitalized Interest" shall mean the interest accruing on Loan proceeds from the time of
disbursement until six months before the first Semiannual Loan Payment is due. Capitalized Interest is
financed as part of the Loan principal.
(4) "Depository" shall mean a bank or trust company, having a combined capital and unimpaired
surplus of not less than $50 million, authorized to transact commercial banking or savings and loan
business in the State of Florida and insured by the Federal Deposit Insurance Corporation.
(5) "Development Fees" shall mean the charges imposed by the Local Government on persons
connecting to the System, or reserving capacity in the System, which represent a pro rata share of the
costs of the System which are attributable to the increased demand such additional connections create
upon the System. Development Fees shall not include Connection Fees.
(6) Gross Revenues" shall mean all income or earnings received by the Project Sponsor from the
ownership or operation of its Water and Sewer Systems, including investment income, all as calculated in
accordance with generally accepted accounting principles. Gross Revenues shall not
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include proceeds from the sale or other disposition of any part of the Water or Sewer System,
condemnation awards or proceeds of insurance, except use and occupancy or business interruption
insurance, received with respect to the Water or Sewer System.
(7) "Loan" shall mean the amount of money to be loaned pursuant to this Agreement and
subsequent amendments.
(8) "Loan Application" shall mean the completed form which provides all information required
to support obtaining construction loan financial assistance.
(9) "Loan Debt Service Account' shall mean an account, or a separately identified component of
a pooled cash or liquid account, with a Depository established by the Project Sponsor for the purpose of
accumulating Monthly Loan Deposits and making Semiannual Loan Payments.
(10) "Loan Service Fee" shall mean an origination fee which shall be paid to the Department by
the Project Sponsor.
(11) "Monthly Loan Deposit" shall mean the monthly deposit to be made by the Project
Sponsor to the Loan Debt Service Account.
(12) "Operation and Maintenance Expense" shall mean the costs of operating and maintaining
the Water and Sewer Systems determined pursuant to generally accepted accounting principles, exclusive
of interest on any debt payable from Gross Revenues, depreciation, and any other items not requiring the
expenditure of cash.
(13) "Pledged Revenues" shall mean the specific revenues pledged as security for repayment of
the Loan and shall be the Development Fees and Gross Revenues derived yearly from the operation of
the Water and Sewer Systems after payment of the Operation and Maintenance Expense and the
satisfaction of all yearly payment obligations on account of the Senior Revenue Obligations and any
senior obligations issued pursuant to Section 7.02 of this Agreement.
(14) "Project' shall mean the works financed by this Loan and shall consist of furnishing all
labor, materials, and equipment to construct the water supply project in accordance with the plans and
specifications accepted by the Department for the "SCRWTP Wellfield Expansion "contract.
The Project is in agreement with the "Collier County Potable Water Wells Facilities Plan" and
related planning documentation, effective November 3, 2005. Approval of this Project is provided by the
Florida Finding of No Significant Impact dated June 9, 2006. The Project is an Equivalency Project as
defined m Chapter 62 -552, Florida Administrative Code.
(15) "Semiannual Loan Payment" shall mean the payment due from the Project Sponsor to the
Department at six -month intervals.
(16) "Senior Revenue Obligations" shall mean the following debt obligations:
(a) Collier County Water -Sewer District, Florida Water and Sewer Refunding Revenue Bonds,
Series 1999A, issued in the amount of.$6,605,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended and supplemented, in particular as supplemented by Resolution No. CWS -98-4; and
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(b) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds,
Series 1999B, issued in the amount of $22,855,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended, and supplemented, in particular as supplemented by Resolution No CWS -98-4; and
(c) Collier County Water -Sewer District, Florida, Taxable Water and Sewer Refunding Revenue
Bonds, Series 2003A, issued in the amount of $13,720,000, pursuant to Resolution No. CWS -85 -5, as
restated, amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and
(d) Collier County Water -Sewer District, Florida, Water and Sewer Refunding Revenue Bonds,
Series 200313, issued in the amount of $33,630,000, pursuant to Resolution No. CWS -85 -5, as restated,
amended, and supplemented, in particular as supplemented by Resolution No. CWS- 2003 -01; and
(e) Collier County Water -Sewer District, Florida, Water and Sewer Revenue Bonds, Series
2006, issued in the amount of $110,165,000, pursuant to Resolution No. CWS -85 -5, as restated, amended,
and supplemented, in particular as supplemented by Resolution No. CWS -06 -297, and in particular as
amended by Resolution No. CWS -06 -298; and
(f) Additional bonds issued on a parity with the bonds identified above pursuant to the
provisions of Resolution No. CWS -85 -5, as restated, amended, and supplemented; and
(g) Any refunding bonds issued to refund the obligations identified above provided such bonds
shall not increase annual debt service during the repayment period of this Loan.
(17) "Sewer System" shall mean all facilities owned by the Project Sponsor for collection,
transmission, treatment and reuse of wastewater and its residuals.
(18) "System" shall mean the Water and Sewer System serving in certain unincorporated areas of
the County.
(19) "Water System" shall mean all facilities owned by the Project Sponsor for supplying and
distributing water for residential, commercial, industrial, and governmental use.
1.02. CORRELATIVE WORDS.
Words of the masculine gender shall be understood to include correlative words of the feminine
and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural and the
word "person" shall include corporations and associations, including public bodies, as well as natural
persons.
ARTICLE II - WARRANTIES, REPRESENTATIONS AND COVENANTS
2.01. WARRANTIES, REPRESENTATIONS AND COVENANTS.
The Project Sponsor warrants, represents and covenants that:
(1) The Project Sponsor has full power and authority to enter into this Agreement and to comply
with the provisions hereof
(2) The Project Sponsor currently is not the subject of bankruptcy, insolvency, or reorganization
proceedings and is not in default of, or otherwise subject to, any agreement or any law, administrative /0—N regulation, judgment, decree, note, resolution, charter or ordinance which would currently restrain or enjoin
it from entering into, or complying with, this Agreement.
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(3) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity,
before any court or public body, pending or, to the best of the Project Sponsor's knowledge, threatened,
which seeks to restrain or enjoin the Project Sponsor from entering into or complying with this
Agreement.
(4) All permits, real property interests, and approvals required as of the date of this Agreement
have been obtained for construction and use of the Project. The Project Sponsor knows of no reason why
any future required permits or approvals are not obtainable.
(5) The Project Sponsor shall undertake the Project on its own responsibility, to the extent
permitted by law.
(6) To the extent permitted by law, the Project Sponsor shall release and hold harmless the State,
its officers, members, and employees from any claim arising in connection with the Project Sponsor's
actions or omissions in its planning, engineering, administrative, and construction activities financed by
this Loan or its operation of the Project.
(7) All Project Sponsor representations to the Department, pursuant to the Loan Application and
Agreement, were true and accurate as of the date such representations were made. The financial
information delivered by the Project Sponsor to the Department was current and correct as of the date
such information was delivered. The Project Sponsor shall comply with Chapter 62 -552, Florida
Administrative Code, and all applicable State and Federal laws, rules, and regulations which are
identified in the Loan Application or Agreement. Minority and Women's Business Enterprise goals as
stated in the plans and specifications apply to this Project. To the extent that any assurance,
representation, or covenant requires a future action, the Project Sponsor shall take such action as is
necessary for compliance.
(8) The Project Sponsor shall maintain records using generally accepted accounting principles
established by the Governmental Accounting Standards Board. As part of its bookkeeping system, the
Project Sponsor shall keep accounts of the Water and Sewer Systems separate from all other accounts
and it shall keep accurate records of all revenues, expenses, and expenditures relating to the Water and
Sewer Systems, and of the Pledged Revenues, Loan disbursement receipts, and Loan Debt Service
Account.
(9) Each year, beginning three months before the first Semiannual Loan Payment and ending
with the year during which the final Loan repayment is made, the Project Sponsor's Authorized
Representative or its chief financial officer shall submit, pursuant to the schedule established in
Section 10.07, a certification that: (a) Pledged Revenue collections satisfy the rate coverage requirement;
(b) the Loan Debt Service Account contains the funds required; and (c) insurance in effect for the
facilities generating the Pledged Revenues adequately covers the customary risks to the extent that such
insurance is available.
(10) Pursuant to Section 216347 of the Florida Statutes, the Project Sponsor shall not use the
Loan proceeds for the purpose of lobbying the Florida Legislature, the Judicial Branch, or a State agency.
(11) The Project Sponsor agrees to construct the Project in accordance with the Project
schedule. Delays incident to strikes, riots, acts of God, and other events beyond the reasonable control of
the Project Sponsor are excepted. If for any reason construction is not completed as scheduled, there
shall be no resulting diminution or delay in the Semiannual Loan Payment or the Monthly Loan Deposit.
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(12) The Project Sponsor covenants that this Agreement is entered into for the purpose of
constructing, refunding, or refinancing the Project which will in all events serve a public purpose. The
Project Sponsor covenants that it will, under all conditions, complete and operate the Project to fulfill the
public need.
2.02. LEGAL AUTHORIZATION.
Upon signing this Agreement, the Project Sponsor's legal counsel hereby expresses the opinion,
subject to laws affecting the rights of creditors generally, that:
(1) This Agreement has been duly authorized by the Project Sponsor and shall constitute a valid
and legal obligation of the Project Sponsor enforceable in accordance with its terms upon execution by
both parties; and
(2) This Agreement specifies the revenues pledged for repayment of the Loan, and the rdedge is
valid and enforceable.
2.03. AUDIT AND MONITORING REQUIREMENTS.
The Project Sponsor agrees to the following audit and monitoring requirements.
(1) The financial assistance authorized pursuant to this Loan Agreement consists of the
following:
Federal Resources, Including State Match, Awarded to the Recipient Pursuant to this Agreement Consist of the
Federal
Program Federal CFDA
Number A ency Number
FS984522 -060 EPA 66.468
(2) Audits.
CFDA Title
Capitalization Grants for Drinking
Water State Revolving Fund
State
Funding Appropriation
Amount Category
$8,000,000 140129
(a) In the event that the Project Sponsor expends $500,000 or more in Federal awards in its
fiscal year, the Project Sponsor must have a single or program - specific audit conducted in accordance
with the provisions of OMB Circular A -133, as revised. Subsection 2.03(1) of this Agreement indicates
that Federal funds are awarded through the Department by this Agreement. In determining the Federal
awards expended in its fiscal year, the Project Sponsor shall consider all sources of Federal awards,
including Federal resources received from the Department. The determination of amounts of Federal
awards expended should be in accordance with the guidelines established by OMB Circular A -133, as
revised. An audit of the Project Sponsor conducted by the Auditor General in accordance with the
provisions of OMB Circular A -133, as revised, will meet the requirements of this part.
(b) In connection with the audit requirements addressed in the preceding paragraph (a), the
Project Sponsor shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C
of OMB Circular A -133, as revised.
(c) If the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year, an
audit conducted in accordance with the provisions of OMB Circular A -133, as revised, is not required. In
the event that the Project Sponsor expends less than $500,000 in Federal awards in its fiscal year and
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elects to have an audit conducted in accordance with the provisions of OMB Circular A -133, as revised,
the cost of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be paid
from Project Sponsor resources obtained from other than Federal entities).
(d) The Project Sponsor may access information regarding the Catalog of Federal Domestic
Assistance (CFDA) via the internet at http: / /aMe.os.dhhs.gov /cfda.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133,
as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by
Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each
of the following:
(i) The Department at each of the following addresses:
Don W. Berryhill, P.E., Chief
Bureau of Water Facilities Funding
Florida Department of Environmental Protection
2600 Blair Stone Road, MS 3505
Tallahassee, Florida 32399 -2400
Joe. Aita, Audit Director
n Office of the Inspector General
Florida Department of Environmental Protection
3900 Commonwealth Boulevard, MS41
Tallahassee, Florida 32399 -3123
(ii) The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the
number of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised,
should be submitted to the Federal Audit Clearinghouse), at the following address:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10"' Street
Jeffersonville, IN 47132
(iii) Other Federal agencies and pass - through entities in accordance with Sections .320(e) and
(0, OMB Circular A -133, as revised.
(b) Pursuant to Section .320(f), OMB Circular A -133, as revised, the Project Sponsor shall
submit a copy of the reporting package described in Section .320(c), OMB Circular A -133, as revised,
and any management letters issued by the auditor, to the Department at the two addresses listed under
Subsection 2.03(3)(a) of this Agreement.
(c) Any reports, management letters, or other information required to be submitted to the
Department pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A-
133, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit
organizations), Rules of the Auditor General, as applicable.
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(d) Project Sponsors, when submitting financial reporting packages to the Department for audits
done in accordance with OMB Circular A -133, or Chapters 10.550 (local governmental entities) or
10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the Project Sponsor in correspondence accompanying the
reporting package.
(4) Project - Specific Audit.
Within 12 months after the amendment establishing final Project costs, the Project Sponsor shall
submit to the Department a Project - specific audit report for the Loan related revenues and expenditures.
The audit shall address Loan disbursements received, Project expenditures, and compliance with Loan
Agreement covenants. The Project Sponsor shall cause the auditor to notify the Department immediately
if anything comes to the auditor's attention during the examination of records that would constitute a
default under the Loan Agreement. The audit findings shall set aside or question any costs that are
unallowable under Chapter 62 -552, Florida Administrative Code. A final determination of whether such
costs are allowed shall be made by the Department.
(5) Record Retention.
The Project Sponsor shall retain sufficient records demonstrating its compliance with the terms
of this Agreement for a period of three years from the date the audit report is issued, and shall allow the
Department, or its designee, Chief Financial Officer, or Auditor General access to such records upon
request. The Project Sponsor shall ensure that audit working papers are made available to the
Department, or its designee, Chief Financial Officer, or Auditor General upon request for a period of
three years from the date the audit report is issued, unless extended in writing by the Department.
(6) Monitoring.
In addition to reviews of audits conducted in accordance with OMB Circular A -133, as revised
(see audit requirements above), monitoring procedures may include, but not be limited to, on -site visits
by Department staff, limited scope audits as defined by OMB Circular A -133, as revised, and/or other
procedures. By entering into this Agreement, the Project Sponsor agrees to comply and cooperate with
any monitoring procedures /processes deemed appropriate by the Department. In the event the
Department determines that a limited scope audit of the Project Sponsor is appropriate, the Project
Sponsor agrees to comply with any additional instructions provided by the Department to the Project
Sponsor regarding such audit. The Project Sponsor further agrees to comply and cooperate with any
inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer or
Auditor General
ARTICLE III - LOAN REPAYMENT ACCOUNT
3.01. LOAN DEBT SERVICE ACCOUNT.
The Project Sponsor shall establish a Loan Debt Service Account with a Depository and begin
making Monthly Loan Deposits no later than the date set forth for such action in Section 10.07 of this
Agreement.
Beginning six months prior to each Semiannual Loan Payment, the Project Sponsor shall make
six Monthly Loan Deposits. The first five deposits each shall be at least equal to one -sixth of the
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Semiannual Loan Payment. The sixth Monthly Loan Deposit shall be at least equal to the amount
required to make the total on deposit in the Loan Debt Service Account equal to the Semiannual Loan
Payment amount, taking into consideration investment earnings credited to the account pursuant to
Section 3.02.
Any month in which the Project Sponsor fails to make a required Monthly Loan Deposit, the
Project Sponsor's chief financial officer shall notify the Department of such failure. In addition, the
Project Sponsor agrees to budget, by amendment if necessary, payment to the Department from other
legally available non -ad valorem funds all sums becoming due before the same become delinquent. This
requirement shall not be construed to give superiority to the Department's claim on any revenues over
prior claims of general creditors of the Project Sponsor, nor shall it be construed to give the Department
the power to require the Project Sponsor to levy and collect any revenues other than Pledged Revenues.
3.02. INVESTMENT OF LOAN DEBT SERVICE ACCOUNT MONEYS.
Moneys on deposit in the Loan Debt Service Account shall be invested pursuant to the laws of
the State of Florida. Such moneys may be pooled for investment purposes. The maturity or redemption
date of investments shall be not later than the date upon which such moneys may be needed to make
Semiannual Loan Payments. The investment earnings shall be credited to the Loan Debt Service
Account and applied toward the Monthly Loan Deposit requirements.
3.03. LOAN DEBT SERVICE ACCOUNT WITHDRAWALS.
The withdrawal of moneys from the Loan Debt Service Account shall be for the sole purpose of
making the Semiannual Loan Payment or for discharging the Project Sponsor's obligations pursuant to
Section 8.01.
3.04. ASSETS HELD IN TRUST.
The assets in all accounts created under this Loan Agreement shall be held in trust for the
purposes provided herein and used only for the purposes and in the manner prescribed in this Agreement;
and, pending such use, said assets shall be subject to a lien and charge in favor of the Department.
ARTICLE IV - PROJECT INFORMATION
4.01. PROJECT CHANGES.
Project changes prior to bid opening shall be made by addendum to plans and specifications.
Changes after bid opening shall be made by change order. The Project Sponsor shall submit all addenda
and all change orders to the Department for an eligibility determination. After execution of all
construction, equipment and materials contracts, the Project contingency may be reduced.
4.02. TITLE TO PROJECT SITE.
The Project Sponsor shall have an interest in real property sufficient for the construction and
location of the Project free and clear of liens and encumbrances which would impair the usefulness of
such sites for the intended use.
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4.03. PERMITS AND APPROVALS.
The Project Sponsor shall have obtained, prior to the Department's authorization to award
construction contracts, all permits and approvals required for construction of the Project or portion of the
Project funded under this Agreement.
4.04. ENGINEERING SERVICES.
A professional engineer, registered in the State of Florida, shall be employed by, or under
contract with, the Project Sponsor to oversee construction.
4.05. PROHIBITION AGAINST ENCUMBRANCES.
The Project Sponsor is prohibited from selling, leasing, or disposing of any part of the Water or
Sewer System which would materially reduce operational integrity or Gross Revenues so long as this
Agreement, including any amendments thereto, is in effect unless the written consent of the Department
is first secured.
4.06. COMPLETION MONEYS.
In addition to the proceeds of this Loan, the Project Sponsor covenants that it has obtained, or
will obtain, sufficient moneys from other sources to complete construction and place the Project in
operation on, or prior to, the date specified in Article X. Failure of the Department to approve additional
financing shall not constitute a waiver of the Project Sponsor's covenants to complete and place the
Project in operation.
4.07. CLOSE -OUT.
The Department shall conduct a final inspection of the Project and Project records. Following
the inspection, deadlines for submitting additional disbursement requests, if any, shall be established,
along with deadlines for uncompleted Loan requirements, if any. Deadlines shall be incorporated into
the Loan Agreement by amendment. The Loan principal shall be reduced by any excess over the amount
required to pay all approved costs. As a result of such adjustment, the Semiannual Loan Payment shall
be reduced accordingly, as addressed in Section 10.05.
4.08. LOAN DISBURSEMENTS.
Disbursements shall be made only by the State Chief Financial Officer and only when the
requests for such disbursements are accompanied by a Department certification that such withdrawals are
proper expenditures. Disbursements shall be made directly to the Project Sponsor for engineering and
administrative allowances, and reimbursement of the incurred construction costs and related services.
Disbursement of the allowances shall be made upon the Department's receipt of a disbursement request
form. Disbursements for materials, labor, or services shall be made upon receipt of the following:
(1) A completed disbursement request form signed by the Authorized Representative. Such
requests must be accompanied by sufficiently itemized summaries of the materials, labor, or services to
identify the nature of the work performed; the cost or charges for such work; and the person providing
the service or performing the work.
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(2) A certification signed by the Authorized Representative as to the current estimated costs of
the Project; that the materials, labor, or services represented by the invoice have been satisfactorily
purchased, performed, or received and applied to the project; that all funds received to date have been
applied toward completing the Project; and that under the terms and provisions of the contracts, the
Project Sponsor is required to make such payments.
(3) A certification by the engineer responsible for overseeing construction stating that
equipment, materials, labor and services represented by the construction invoices have been satisfactorily
purchased, or received, and applied to the Project in accordance with construction contract documents;
stating that payment is in accordance with construction contract provisions; stating that construction, up
to the point of the requisition, is in compliance with the contract documents; and identifying all additions
or deletions to the Project which have altered the Project's performance standards, scope, or purpose
since the issue of the Department construction permit.
(4) Such other certificates or documents by engineers, attorneys, accountants, contractors, or
suppliers as may reasonably be required by the Department.
ARTICLE V - RATES AND USE OF THE WATER AND SEWER SYSTEMS
5.01. RATE COVERAGE.
The Project Sponsor shall maintain rates and charges for the services furnished by the Water and
Sewer Systems which together with Development Fees, will be sufficient to provide, in each Fiscal Year,
Pledged Revenues equal to or exceeding 1.15 times the sum of the Semiannual Loan Payments due in
such Fiscal Year. In addition, the Project Sponsor shall satisfy the coverage requirements of all senior
and parity debt obligations.
5.02. NO FREE SERVICE.
The Project Sponsor shall not permit connections to, or furnish any services afforded by, the
Water or Sewer System without making a charge therefor based on the Project Sponsor's uniform
schedule of rates, fees, and charges.
5.03. MANDATORY CONNECTIONS.
The Project Sponsor shall adopt, as necessary, and enforce requirements, consistent with
applicable laws, for the owner, tenant or occupant of each building located on a lot or parcel of land
which is served, or may reasonably be served, by the Sewer System to connect such building to the Sewer
System.
5.04. NO COMPETING SERVICE.
The Project Sponsor shall not allow any person to provide any services which would compete
with the Water or Sewer System so as to adversely affect Gross Revenues.
5.05, MAINTENANCE OF THE WATER AND SEWER SYSTEMS.
^, The Project Sponsor shall operate and maintain the Water and Sewer Systems in a proper, sound
and economical manner and shall make all necessary repairs, renewals and replacements.
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5.06. ADDITIONS AND MODIFICATIONS.
The Project Sponsor may make any additions, modifications or improvements to the Water and
Sewer Systems which it deems desirable and which do not materially reduce the operational integrity of
any part of the Water or Sewer System. All such renewals, replacements, additions, modifications and
improvements shall become part of the Water and Sewer Systems.
5.07. COLLECTION OF REVENUES.
The Project Sponsor shall use its best efforts to collect all rates, fees and other charges due to it.
The Project Sponsor shall establish liens on premises served by the Water or Sewer System for the
amount of all delinquent rates, fees and other charges where such action is permitted by law. The Project
Sponsor shall, to the full extent permitted by law, cause to discontinue the services of the Water and
Sewer Systems and use its best efforts to shut off water service furnished to persons who are delinquent
beyond customary grace periods in the payment of Water and Sewer System rates, fees and other charges.
ARTICLE VI - DEFAULTS AND REMEDIES
6.01. EVENTS OF DEFAULT.
Each of the following events is hereby declared an event of default:
(1) Failure to make any Monthly Loan Deposit or to make any installment of the Semiannual
Loan Payment when it is due and such failure shall continue for a period of 30 days.
(2) Except as provided in Subsections 6.01(1) and 6.01(7), failure to comply with the provisions
of this Agreement or failure in the performance or observance of any of the covenants or actions required
by this Agreement and such failure shall continue for a period of 60 days after written notice thereof to
the Project Sponsor by the Department.
(3) Any warranty, representation or other statement by, or on behalf of, the Project Sponsor
contained in this Agreement or in any information furnished in compliance with, or in reference to, this
Agreement, which is false or misleading.
(4) An order or decree entered, with the acquiescence of the Project Sponsor, appointing a
receiver of any part of the Water or Sewer System or Gross Revenues thereof; or if such order or decree,
having been entered without the consent or acquiescence of the Project Sponsor, shall not be vacated or
discharged or stayed on appeal within 60 days after the entry thereof.
(5) Any proceeding instituted, with the acquiescence of the Project Sponsor, for the purpose of
effecting a composition between the Project Sponsor and its creditors or for the purpose of adjusting the
claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of
such creditors are payable from Gross Revenues of the Water or Sewer System.
(6) Any bankruptcy, insolvency or other similar proceeding instituted by, or against, the Project
Sponsor under federal or state bankruptcy or insolvency law now or hereafter in effect and, if instituted
against the Project Sponsor, is not dismissed within 60 days after filing.
(7) Failure of the Project Sponsor to give immediate written notice of default to the Department
and such failure shall continue for a period of 30 days.
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6.02. REMEDIES.
Upon any event of default and subject to the rights of others having prior liens on the Pledged
Revenues, the Department may enforce its rights by any of the following remedies:
(1) By mandamus or other proceeding at law or in equity, cause to establish rates and collect
fees and charges for use of the Water and Sewer Systems, and to require the Project Sponsor to fulfill
this Agreement.
(2) By action or suit inequity, require the Project Sponsor to account for all moneys received
from the Department or from the ownership of the Water and Sewer Systems and to account for the
receipt, use, application, or disposition of the Pledged Revenues.
(3) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation
of the rights of the Department.
(4) By applying to a court of competent jurisdiction, cause to appoint a receiver to manage the
Water and Sewer Systems, establish and collect fees and charges, and apply the revenues to the reduction
of the obligations under this Agreement.
(5) By certifying to the Auditor General and the Chief Financial Officer delinquency on loan
repayments, the Department may intercept the delinquent amount plus six percent, expressed as an
annual interest rate, penalty of the amount due to the Department from any unobligated funds due to the
Project Sponsor under any revenue or tax sharing fund established by the State, except as otherwise
provided by the State Constitution. Penalty interest shall accrue on any amount due and payable
beginning on the 30th day following the date upon which payment is due.
(6) By notifying financial market credit rating agencies and potential creditors.
(7) By suing for payment of amounts due, or becoming due, with interest on overdue payments
together with all costs of collection, including attorneys' fees.
(8) By accelerating the repayment schedule or increasing the interest rate on the unpaid
principal of the Loan to as much as 1.667 times the Loan interest rate for a default under
Subsection 6.01(1).
6.03. DELAY AND WAIVER-
No delay or omission by the Department to exercise any right or power accruing upon event of
default shall impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised as often as may be deemed
expedient. No waiver or any default under this Agreement shall extend to or affect any subsequent event
of default, whether of the same or different provision of this Agreement, or shall impair consequent
rights or remedies.
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ARTICLE VII - THE PLEDGED REVENUES
7.01. SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT.
From and after the effective date of this Agreement, the Department shall have a lien on the
Pledged Revenues, which along with any other Department State Revolving Fund liens on the Pledged
Revenues, will be prior and superior to any other lien, pledge or assignment with the following
exception. All obligations of the Local Government under this Agreement shall be junior, inferior, and
subordinate in all respects in right of payment and security to the Senior Revenue Obligations defined in
Section 1.01 of this Agreement and to any additional senior obligations issued with the Department's
consent pursuant to Section 7.02. Any of the Pledged Revenues may be released from the lien on such
Pledged Revenues in favor of the Department if the Department makes a determination, based upon facts
deemed sufficient by the Department, that the remaining Pledged Revenues will, in each Fiscal Year,
equal or exceed 1.15 times the debt service coming due in each Fiscal Year under the terms of this
Agreement.
7.02. ADDITIONAL DEBT OBLIGATIONS.
The Project Sponsor may issue additional debt obligations on a parity with, or senior to, the lien
of the Department on the Pledged Revenues provided the Department's written consent is obtained. Such
consent shall be granted if the Project Sponsor demonstrates at the time of such issuance that the Pledged
Revenues, which may take into account reasonable projections of growth of the Water and Sewer
Systems and revenue increases, plus revenues to be pledged to the additional proposed debt obligations
will, during the period of time Semiannual Loan Payments are to be made under this Agreement, equal or
exceed 1.15 times the annual combined debt service requirements of this Agreement and the obligations
proposed to be issued by the Project Sponsor and will satisfy the coverage requirements of all other debt
obligations secured by the Pledged Revenues. However, no such consent is required with respect to
issuance of Senior Revenue Obligations as defined in Section 1.02.
ARTICLE VIII - GENERAL PROVISIONS
8.01. DISCHARGE OF OBLIGATIONS.
All payments required to be made under this Agreement shall be cumulative and any deficiencies
in any Fiscal Year shall be added to the payments due in the succeeding year and all years thereafter until
fully paid. Payments shall continue to be secured by this Agreement until all of the payments required
shall be fully paid to the Department. If at any time the Project Sponsor shall have paid, or shall have
made provision for the timely payment of, the entire principal amount of the Loan and interest, the
pledge of, and lien on, the Pledged Revenues to the Department shall be no longer in effect. Deposit of
sufficient cash, securities, or investments, authorized by law from time to time, may be made to effect
defeasance of this Loan. However_ the deposit shall be made in irrevocable trust with a banking
institution or trust company for the sole benefit of the Department. There shall be no penalty imposed by
the Department for early retirement of this Loan.
8.02. PROJECT RECORDS AND STATEMENTS.
Books, records, reports, engineering documents, contract documents, and papers shall be
available to the authorized representatives. of the Department and the U.S. Environmental Protection
Agency's Inspector General for inspection at any reasonable time after the Project Sponsor has received a
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�-v
disbursement and until three years after the date that the Project sp ecific audit report, required under
Subsection 2.03(4), is issued.
8.03. ACCESS TO PROJECT SITE.
The Project Sponsor shall provide access to Project sites and administrative offices to authorized
representatives of the Department at any reasonable time. The Project Sponsor shall cause its engineers
and contractors to cooperate during Project inspections, including making available working copies of
plans and specifications and supplementary materials.
8.04. ASSIGNMENT OF RIGHTS UNDER AGREEMENT.
The Department may assign any part of its rights under this Agreement after notification to the
Project Sponsor. The Project Sponsor shall not assign rights created by this Agreement without the
written consent of the Department.
8.05. AMENDMENT OF AGREEMENT.
This Agreement may be amended in writing, except that no amendment shall be permitted which
is inconsistent with statutes, rules, regulations, executive orders, or written agreements between the
Department and the U.S. Environmental Protection Agency. This Agreement may be amended after all
construction contracts are executed to re- establish the Project cost, Loan amount, Project schedule, and
Semiannual Loan Payment amount. A final amendment establishing the final Project costs shall be
completed after the Department's final inspection of the Project records.
8.06. ANNULMENT OF AGREEMENT.
The Department may unilaterally annul this Agreement if the Project Sponsor has not drawn any
of the Loan proceeds within eighteen months after the effective date of this Agreement. If the
Department unilaterally annuls this Agreement, the Department will provide written notification to the
Project Sponsor.
8.07. SEVERABILITY CLAUSE.
If any provision of this Agreement shall be held invalid or unenforceable, the remaining
provisions shall be construed and enforced as if such invalid or unenforceable provision had not been
contained herein.
ARTICLE IX - CONSTRUCTION CONTRACTS AND INSURANCE
9.01. AUTHORIZATION TO AWARD CONSTRUCTION CONTRACTS.
The following documentation is required to receive the Department's authorization to award
construction contracts:
(1) Proof of advertising.
(2) Award recommendation, bid proposal, and bid tabulation (certified by the responsible
engineer).
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(3) Certification of compliance with the conditions of the Department's approval of
competitively or non - competitively negotiated procurement, if applicable.
(4) Certification by the Authorized Representative that affirmative steps were taken to
encourage Minority and Women's Business Enterprises participation in Project construction.
(5) Current certifications for Minority and Women's Business Enterprises participating in the
contract. If the goals as stated in the plans and specifications are not met, documentation of actions taken
shall be submitted.
9.02. SUBMITTAL OF CONSTRUCTION CONTRACT DOCUMENTS.
After the Department's authorization to award construction contracts has been received, the
Project Sponsor shall submit:
(1) Contractor insurance certifications,
(2) Certified copy of the Project Sponsor's tentative award resolution.
(3) Notices to proceed with construction.
9.03. INSURANCE REQUIRED.
The Project Sponsor shall cause the Project, as each part thereof is certified by the engineer
responsible for overseeing construction as completed, and the Water and Sewer Systems (hereafter
referred to as "Revenue Producing Facilities ") to be insured by an insurance company or companies
licensed to do business in the State of Florida against such damage and destruction risks as are customary
for the operation of Revenue Producing Facilities of like size, type and location to the extent such
insurance is obtainable from time to time against any one or more of such risks.
The proceeds of insurance policies received as a result of damage to, or destruction of, the
Project or the other Revenue Producing Facilities, shall be used to restore or replace damaged portions of
the facilities. If such proceeds are insufficient, the Project Sponsor shall provide additional funds to
restore or replace the damaged portions of the facilities. Repair, construction or replacement shall be
promptly completed.
ARTICLE X - DETAILS OF FLNAN CING
10.01. PRINCIPAL AMOUNT OF LOAN.
The estimated principal amount of the Loan is 58,177,100, which consists of $8,000,000 to be
disbursed to the Project Sponsor and $177,100 of Capitalized Interest.
Capitalized interest is not disbursed to the Project Sponsor. but is amortized via periodic loan
repayments to the Department as if it were actually disbursed. Capitalized interest is computed at the
interest rate, or rates, set for the Loan. It accrues and is compounded annually from the time when
disbursements are made until six months before the first Semiannual Loan Payment is due. Capitalized
Interest is estimated prior to establishing the schedule of actual disbursements.
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This project is a Segmented Project. Additional State Revolving Fund financing for the Project
is dependent upon the availability of additional funds. The current funding limitations and future funding
priority entitlement for Segmented Projects are set forth in the Chapter 62 -552 of the Florida
Administrative Code.
10.02. LOAN SERVICE FEE.
The Loan Service Fee is $160,000 for the Loan amount authorized to date. The fee represents
two percent of the Loan amount excluding Capitalized Interest; that is, two percent of $8,000,000. An
additional Loan Service Fee amount will be assessed for any additional funding provided by amendment
to this Agreement. The fee shall be adjusted downward if adjustment of Project costs results in a Loan
decrease, provided that the decrease amendment is executed before the first Semiannual Loan Payment
due date.
Interest shall accrue on the Loan Service Fee at the rate, or rates, set for the Loan until the fee is
paid. Loan Service Fee interest shall be compounded annually from the effective date of the Loan until
six months before the first Semiannual Loan Payment is due at which time it is capitalized. The
estimated Loan Service Fee capitalized interest is $7,160.
10.03. INTEREST RATE.
The rate of interest on the unpaid principal of the Loan amount specified in Section 10.01 is
2.64 percent per annum; however, if this Agreement is not executed by the Project Sponsor and returned
to the Department before October 1, 2007, the interest rate may be adjusted. A separate interest rate shall
/'*N be established for any additional funds provided by amendment to this Agreement.
10.04. LOAN TERM.
The Loan shall be repaid in 40 Semiannual Loan Payments.
10.05. REPAYMENT SCHEDULE.
The Semiannual Loan Payment shall be computed based upon the principal amount of the Loan
plus the Loan Senvice Fee and Loan Service Fee capitalized interest and the principle of level debt
service. The Department will deduct the Loan Service Fee and all associated interest from the first two
payments. The Semiannual Loan Payment amount may be adjusted, by amendment of this Agreement,
based upon revised information. After the final disbursement of Loan proceeds, the Semiannual Loan
Payment shall be based upon the actual Project costs and actual dates and amounts of disbursements,
taking into consideration any previous payments. Actual Project costs shall be established after the
Department's inspection of the completed Project and associated records.
Each Semiannual Loan Payment shall be in the amount of $269,845 until the payment amount is
adjusted by amend-r—ent. The interest portion of each Semiannual Loan Payment shall be computed on
the unpaid balance of the principal amount of the Loan, including Capitalized Interest. Interest also shall
be computed on the unpaid balance of the Loan Service Fee and Loan Service Fee capitalized interest.
Interest shall be computed as of the due date of each Semiannual Loan Payment.
Semiannual Loan Payments shall be received by the Department beginning on October 15, 2009
and semiannually thereafter on April 15 and October 15 of each year until all amounts due hereunder
have been fully paid. Funds transfer shall be made by electronic means.
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6/25/2013 113.
The Semiannual Loan Payment amount is based on the total amount owed of $8,344,260, which
consists of the Loan principal plus the Loan Service Fee with its capitalized interest.
10.06. PROJECT COSTS.
The Project Sponsor and the Department acknowledge that the actual Project costs have not been
determined as of the effective date of this Agreement. Project cost adjustments may be made as a result
of construction bidding or mutually agreed upon Project changes. Capitalized Interest will be
recalculated based on actual dates and amounts of Loan disbursements. If the Project Sponsor receives
other governmental financial assistance for this Project, the costs funded by such other governmental
assistance will not be financed by this Loan. The Department shall establish the final costs after its final
inspection of the Project records. Changes in Project costs may also occur as a result of the Project
Sponsor's Project audit or a Department audit. The Project Sponsor agrees to the following estimates of
Project costs:
PROJECT COSTS
10.07. SCHEDULE.
The Project Sponsor agrees by execution hereof.
(1) Completion of Project construction is scheduled for April 15, 2009.
(2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin
no later than April 15, 2009.
(3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be
due July 15, 2009. Thereafter the certification shall be submitted no later than September 30 of each year
until the final Semiannual Loan Payment is made.
(4) The first Semiannual Loan Payment in the amount of $269,845 shall be due
October 15, 2009.
10.08. SPECIAL CONDITION.
As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007
federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement,
the funds must be under contract before January 31, 2008. However, no disbursements may be made for
this award until the state's allocation from EPA has been received. The Department will notify
the Local Government when funding is available.
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AUTHORIZED LOAN
CATEGORY
COST($)
AMOUNT($) TO DATE
Administrative Allowance
345,299
Line items
Engineering Allowance
3,280,339
may vary,
Construction and Demolition
47,958,000
based on
Contingencies
4,795,800
actual
Technical Services After Bid Opening
4,796,000
disbursements
SUBTOTAL(Disbursable Amount)
61,175,438
8,000,000
Capitalized Interest
177,100
177,100
TOTAL (Loan Principal Amount)
61,352,538
8,177,100
10.07. SCHEDULE.
The Project Sponsor agrees by execution hereof.
(1) Completion of Project construction is scheduled for April 15, 2009.
(2) The Loan Debt Service Account shall be established and Monthly Loan Deposits shall begin
no later than April 15, 2009.
(3) The initial annual certification required under Subsection 2.01(9) of this Agreement shall be
due July 15, 2009. Thereafter the certification shall be submitted no later than September 30 of each year
until the final Semiannual Loan Payment is made.
(4) The first Semiannual Loan Payment in the amount of $269,845 shall be due
October 15, 2009.
10.08. SPECIAL CONDITION.
As of the date of this Agreement, the Department has not received its fiscal year 2006 -2007
federal capitalization grant award. In order to prevent the loss of authority to issue your SRF Agreement,
the funds must be under contract before January 31, 2008. However, no disbursements may be made for
this award until the state's allocation from EPA has been received. The Department will notify
the Local Government when funding is available.
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ARTICLE X1- EXECUTION OF AGREEMENT
This Loan Agreement DWI I 11 040 shall be executed in three or more counterparts, any of
which shall be regarded as an original and all of which constitute but one and the same instrument.
IN WITNESS WHEREOF, the Department has caused this Agreement to be executed on its
behalf by the Deputy Director and the Project Sponsor has caused this Agreement to be executed on its
behalf by its Authorized Representative and by its affixed seal. The effective date of this Agreement
shall be as set forth below by the Deputy Director.
AT=
for
BROCK• CLEM I attest to the opinion expressed in Section 2.03, entitled
1,r Legal Authorization, and as to form and legal sufficiency.
A,5g T-- County Attorney
STATE OF FLORIDA
COUNTY OF COLLIER
�LL
Sworn to and subscribed before me this day of -,— 2007, by %Q%�G�
wh i n �slf�l��b -V 1 ❑provided the following identification: ,u
ConuYtiSW 01�D3518
ae':.E T F Septe�mbe 8 2(19 �% l
for
STATE OF FLORIDA
DEPARTMENT OF E'N-VItON- (MENTAL PROTECTION
Deputy Director
Division of Water Resource Management
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AUG 17 2007
Date
6/25/2013 11.B.
DRINKING WATER STATE REVOLVING FUND
AMENDMENT I TO LOAN AGREEIVI.ENT DWI 111 010
COLLIER COUNTY
This amendment is executed by the STATE OF FLORIDA DEPA.R'fMENFI' OF ENVIRONMENTAL
PROI -Cf1ON (Department) and COLLIER COUNTY, FLORIDA, (Project Sponsor) existing as a local
government agency under the laws of the State of Florida.
WTINESS)✓TH:
WHEREAS, the'Department and the Project Sponsor entered into a Drinking Water State Revolving
Funs! .Loan Agreement, Number DI's %1 1 1 1 040, authoririn, a loan amount of $8,000.000, excluding
Capitalized Interest; and
WHEREAS, the Project Sponsor is entitled to additional financing of 53.200,000; excluding Capitalized
Interest: and
WREREAS, an interest rate must be established for the additional financing amount awarded in this
amendment; and
WHEREAS, a Loan Service Fee must be assessed for the additional financing; and
WHEREAS, the Semiannual Loan Payment amount needs revision to reflect adjustment in the Loan
amount; and
WHEREAS, the Project costs need adjustment to reflect revised estimates; and
WHEREAS, revised provisions for audit and monitoring along with related changes to the Project
schedule are needed.
NOW, - n-iEREFCRE, the parties hereto avree as follows:
Subsections 2.03(l),(2)(d), and (3)(a)(i) of the Agreement are deleted and replaced as
follows:
(1) The financial assistance authorized pursuant to this Loan Agreement consists ofihe
following.!:
Federal Resources, Including State Match. AH,arded to the Recipient Pursuant to this Agreement Consist of the
Following: v
Federal
State
Program
federal
CFDA
Funding
Appropriation
Number
Aaencv
Number
C.FDA Title
Amount
Catenory
FS984522- 070
EPA
bf .465
Capitalization Grants for Drinking
$11,200,000
140129
Water State Revolving Fund
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(2) Audits.
(d) The Project Sponsor may access information regarding the Catalog of Federal Domestic
Assist=ance (CFDA) via the interest at http: /h ;7v�v.cfda.gov /.
(3) Report Submission.
(a) Copies of reporting packages for audits conducted in accordance with OMB Circular A -133,
as revised, and required by Subsection 2.03(2) of this Agreement shall be submitted, when required by
Section .320 (d), OMB Circular A -133, as revised, by or on behalf of the Project Sponsor directly to each
of the following:
(i) The Department at each of the following addresses:
Robert E. iloh-rden, P.E., Chief
Bureau of Water Facilities Funding
Florida Department of 12,nvironmental Protection
2600 Blair Stone Road, rIMS 3505
Tallahassee, Florida 32399 -2400
Joe Aita, Audit Director
Office of the inspector General
Florida Department of Etivironmental Protection
3900 Commonwealth Boulevard, IMS 41
Tallahassee, Florida 32399-J 123
2. Additional Financing in the amount of $3,200,D00, excluding Capitalized Interest, is hereby
awarded to the Project Sponsor.
3. An interest rate of 2.79 percent per annum is established for the additional financing amount
awarded in this amendment; however, if this amendment is not executed by the Project Sponsor and
returned to the Department before October 1, 2008, the interest rate may be adjusted.
4. The estimated principal amount of the Loan is hereby revised to S1 1,404,800, .which consists
of $11,200,000 authorized for disbursement to the project Sponsor and $204,800 of Capitalized Interest.
This total consists of the follovving:
(a) Original Agreement of$8,175,600, including $8,000,000 authorized for disbursement to the
Project Sponsor and $175,600 of Capitalized Interest, at an interest rate of 2.64 percent per annum; and
(b) Amendment I of $3,229,200, including $3,200,000 authorized for disbursement to the
Project Sponsor and $29,200 of Capitalized Interest, at an interest rate of 2.79 percent per annum.
5. An additional Loan Sen ^ice Fee in the amount of $64;000, for a total of $224,000, is hereby
assessed. The fee represents two percent of the Loan amount excluding Capitalized Interest; that is, two
percent of $11,200,000. Estimated Loan Service Fee capitalized interest for the fee amount assessed to
date is $8,270.
6. The Semiannual Loan Payment amount is hereby revised and shall be in the amount of
5377,817. Such payments shall be received by the Department on October 15, 2009 and semiannually
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thereafter on April 15 and October 15 of each year until all amounts due hereunder have been fully paid.
Until this Agreement is further amended, each Semiannual Loan .Payment will be proportionally applied,
after deduction of the Loan Service Fee is complete, toward repayment of the amounts owed on each
incremental Loan amount at the date such payment is due.
The Semiannual Loan Payment amount is based on the total amount owed of $11,637,070, which
consists of the Loan principal plus the Loan Service Fee with its capitalized interest (if any).
7. The Project Sponsor and [lie Department acknowledge that (lie actual cost of the Project has
not been determined. Project cost adjustments may be made as a result ofmutually agreed upon Project
changes. Capitalized Interest Nvill be recalculated based on actual dates and amounts of Loan
disbursements. if the Project Sponsor receives other govenmment<zl financial assistance for this Project,
the costs funded by such other governmental assistance will not be financed by this' Loan. The
Departnicnt shall establish the final project costs after its final inspection of the Project records.
Changes in Project costs may also occur as a result of the Project Sponsor's Project audit or a Department
audit.
Funds disbursed in accordance Nvith Section 4.08 of this Agreement shall be disbursed in the
order in which they have been obligated without respect to budgetary line item estimates. All
disbursements shall be made from the original Loan amount until that amount has been disbursed; file
interest rate established for the original Loan amount shall apply to such disbursements for the purpose of
determining the associated Capitalized Interest and repayment amount. The interest rate established for
any additional increment of Loan rinancing shall be used to determine the Capitalized Interest and
repayment amount associated with the funds disbursed from that increment.
The estimated Project costs are revised as follows:
AUTHORIZED LOAN
CATEGORY
COST($)
AMOUNT(S)To
DA'Z'E
Administrative A Ilowanee
316,524
Engineering Allow..tmce
3,006,978
1 hie items
Construction and Demolition
47,958.000
rncry vury
Contumgencies
4.795,800
bused on
- Technical Services After laid Opening
4,796,000
actual
Other
0
c isbw-senrents
SUBTOTAL (Total Disbursable)
60,873,302
11,200,000
Capitalized Interest
304,800
204,800
TOTAL (Loan Principal Amount)
61,078,102
1 1,404,800
8. Section 10.08 SPECIAL CONDITION is deleted and replaced as follows:
As of the date of this a_reement/amendment, the Department has not received its fiscal year
2007 -08 federal capitalization grant from EPA. This financial assistance award has been prepared in the
amount authorized at the April 24.. 2008 priority list management hearing. Disbursements are limited to
$750,000 until the state's allocation from EPA has been received. The Department will notify you when
the balance of the award is available.
9. All other terms and provisions of the Loan Agreement shall remain in effect.
MOM _.. _ _.. ... .... - -..... 11 .._. ,
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"Phis Amettdtnent Ito Loan Agreement DWI I 1 1 040 shall be executed in three or more counterparts, any
of which shall be regarded as an original and all of which constitute but one and the saute instrument.
Iv WITNESS WHEREOF. the Department has caused this amendment to the Loan Agreement to be
executed on its behalf by the Deputy Director and the Project Sponsor has caused this amendment to be
executed on its behalf by its Authorized Representative and by its affixed seat. I'hc effective date of this
amendment shall be as set forth below by the Deputy Director.
>,ih�± "`.i'Y�i¢b1� �;� "I•:Atte "t
mA
i r
for
C MER UN-m -,
Chairman. Board of County Commis' Hers
I attest that this amendment complies with
Section 2.n2 of [lie Agreement and t: to Porn:
and correctness.
County torney
ft) r
S'I'ATE OF FLORIDA,
DEPAR'T'MENT OF ENVIRONMENTAI, PRO7'EC'I'ION
Deputy Director
Division of %ter Resource Management
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SEP 18 2008
Date
6/25/2013 11. B.
Attachment H
Proposed SRF Refunding of Revenue Bonds, Series 2006
Preliminary Numbers
7/1/2013
187,914
278,171
52,985
331,156
(143,242)
(144,087)
7/1/2014
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(828,163)
7/1/2015
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(809,837)
7/1/2016
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(791,917)
7/1/2017
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(774,394)
7/1/2018
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(757,258)
7/1/2019
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(740,502)
7/1/2020
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(724,116)
7/1/2021
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(708,093)
7/1/2022
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(692,424)
7/1/2023
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(677,103)
7/1/2024
1,109,000
1,641,666
312,698
1,954,364
(845,364)
(662,120)
7/1/2025
5,694,000
1,641,666
312,698
1,954,364
3,739,636
2,844,562
7/1/2026
6,459,750
1,641,666
312,698
1,954,364
4,505,386
3,350,963
7/1/2027
6,460,750
1,641,666
312,698
1,954,364
4,506,386
3,276,399
7/1/2028
6,462,750
1,641,666
312,698
1,954,364
4,508,386
3,2041150
Total
37,464,164
24,903,160
4,743,459
29,646,619
7,817,545
4,366,059
Less Prior funds on hand (1,026,223)
Net PV Savings 3,339,836
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